Shades Of The Past
by bluecatcinema
Summary: A gang of bandits, lead by the mysterious Western Shade, rob a plethora of valuables from under the Royal Guard. Suspicious, Shine Paladin, along with Gothic and Blueblood, investigates, traveling to the small town of Prairieville. While there, Shine discovers the shocking truth behind Western Shade.
1. The Kindness Of Strangers

**Shades Of The Past**

 **Chapter One: The Kindness Of Strangers**

 _Many years ago..._

 _'I am not having a good day.'_

That was the thought that was constantly running through my head, as I found myself face to face in combat with a stallion whom I once considered to be closest to me, the one I thought I could trust with anything... the one I could count on to always stand at my side...

But I was wrong... dead wrong. The stallion that I trusted... cared for... loved more than anything else... he ended up betraying me. I will not lie, I can understand why he would have done it, and if things had been different, I would have actually supported it. But right now, I have to stick to my plan, and that plan is simple: kill Celestia.

It took a lot to get this far: I had to overpower the guards that were escorting me to prison, plow my way through guards after guards, and there was the concept of taking on the Alicorn herself. I wasn't sure what my plan was for that, but before I could figure one out... one last stallion stood in my way between me and her...

The same stallion who backstabbed me. Despite my anger at his betrayal, I wanted him to step down, but I knew he wouldn't. His sense of duty easily outweighed my own. So there was only one thing left to do... fight.

I made the first move, tackling him and knocking the crossbow out of his hooves, thereby ensuring a hoof-to-hoof battle, which happened to be my specialty.

We fought in a way we never had before. I'd never wanted to really hurt him before, but my mission is far too important to be thwarted by anypony. He didn't want to hurt me either. I could see that in his eyes, but he was spurred on by his sickening righteousness and need to defend the Princess.

As the fight wore on, I saw his face filled with sorrow, betrayal, and regret. Talking about how he hated that it had come to this, how it pained him to stand against one so close to him.

 _'But he brought it on himself!'_ I thought. _'He betrayed me! It's because of him that I ending up being a fugitive... And why? Because he couldn't understand what I was doing! I wanted to do my duty, to help protect my home, but he was too short-sighted to see that! So what if my methods were a little extreme. In war, there can be no mercy! And I won't give any mercy to him...'_

The cold thoughts swirled in my head as he fought back with all my might. A swift slug to the side of the head brought down my opponent, whom I kicked for good measure.

"Stay down." I growled. "I won't warn you again. There are bigger plans at play, and Celestia stands in the way of that. She must die."

"No..." He stood up.

"What did you just say?" I sneered.

"I won't let you do this." He groaned. "Whatever you may think, it isn't right."

"Celestia is holding the whole of Equestria back." I snarled. I had rehearsed the things I was going to say to him earlier. 'He' said it would make a great cover story. A bit cliché, but I didn't care. I just didn't think I'd be using those lines so soon, but I wasn't about to let them go to waste. "This country will achieve true greatness only when she's gone."

"No, it will fall into chaos." The idealistic fool countered.

"Chaos... or liberation?" I smirked. He always did lack vision.

"It doesn't matter." He retorted. "I won't let this happen."

"You always were weak." I spat, sickened by his overbearing morality. A part of me had hoped that he would come with me and join us in this great plan we had... but I couldn't outright say it, and despite how I tried to convince him, he only saw it as evil. His loss. "I didn't think you were blind too."

"You're the one who's blinded." He shot back. "By your own petty hatred!"

He lunged at me, but I brought him down with a kick in the neck.

"I warned you, and you ignored me." I tutted. "What were you trying to prove, anyway? You never could take me, runt. I was the one who taught you everything. You'll never beat me."

"I will today!" He rose up again.

Undaunted, I kicked him in the face, sending him skidding across the floor.

"Face it." I snarled. "You've lost. I don't want to have to hurt you anymore than I have to do right now."

"...You already have." I heard him whisper.

"Then I guess what happens next won't be such a weight on my conscience." I sighed.

I brought down a hoof, punching him in the face. Then I punched him again, and again, and again. I hated to do it, but he'd brought it on himself. Of course, it would have been easier on both of us if he'd just fight back, but no, he kept on trying to dodge and evade my blows. He didn't realise I was holding back, trying to force him to hit me as hard as he could. Trying to drive the point home, I kicked him again, knocking him against a wall. I needed to take extreme measures...

"That's it." I growled, in my most threatening voice. "Time to end this..."

As I advanced on him, he struggled to get up.

"You don't have to this..." He groaned.

"Actually, I do." I told you.

Suddenly, he spotted his crossbow nearby. I saw it a second later. Knowing what could happen, I lunged at him, trying to stop him from grabbing the weapon. But I was a moment too slow. He picked up the crossbow, and fired. The bolt struck me right in the eye.

"ARRRGGGGHHHH!" I roared in agony and shock. 'You motherbucker! You pigeon-backed birdbrain! You shot me in the bucking eye! Dammit, dammit dammit! Buck, buck, buck! This hurts so buckin' much!" I couldn't believe he'd just done that. I was lucky that it didn't pierce into my brains, but dear Faust, half of the world was black just then. "You...!"

He rushed forward, tackling me. Disorientated by pain, I stumbled back, unknowingly towards one of the stained glass windows...

"Wait, stop!" My enemy yelped.

I found himself smashing through the glass, and falling down the cliff on which Canterlot was situated.

"NOOOOO!" He screamed.

"AHHHHH!" I screamed back. This was not part of the plan. Far from it. I had intended to let him beat me, then 'mysteriously disappear' after the fight, but I hadn't planned for this, my own death...

It looked like the end, after all my hard work.

I tumbled down the rocky cliff, bouncing off the craggy edges of the side, and the tree branches that jutted out less frequently. It was agony. I could barely think.

Finally, I hit the ground. The smaller impacts against the cliff edges and branches had reduced my fall from fatal to painful. I survived, but was barely conscious... that, and I had a bucking bolt jabbed in my right eye. I struggled to move, but my broken body denied me. Every attempt was agony, but I needed to leave, knowing they would send somepony to investigate on the oft-chance I had survived. I had to disappear... but I barely managed to crawl a few inches before I collapsed, overcome with pain and exhaustion. As I felt himself blacking out, a dark shape passed over me.

The next thing I knew, I was waking up in an unfamiliar bedroom. I tried to move, but my body was stiff and unresponsive; Not to mention I was covered in bandages, splints and makeshift casts. The bolt was gone, bandages wrapping around my probably destroyed eye. Somepony had found me, saved my life, taken me into their home... but who?

I looked around. The room seemed to be a rustic, simple design. Wherever I was, it certainly wasn't anywhere near Canterlot...

The bedroom door opened, and an Earth Pony mare entered. She had a pale amber coat, orange, curly mane, deep blue eyes, and a Cutie Mark of a bell. As I looked upon my rescuer, I noted that she was quite attractive. A real "girl next door" type.

"Oh, you're awake." The mare smiled. "Finally."

"Finally?" I tried to sit up.

"Easy there." The mare stopped him. "You need to rest."

"How long was I out?" I asked.

"Two days." The mare revealed. "I was getting worried."

"Who are you?" I asked. "Where am I?"

"My name's School Belle." The mare smiled. "But you can call me Belle. Everypony does. Now, what's your name, stranger?"

"I'd rather not say." I said bluntly.

"Is that so?" Belle frowned. She didn't look so good when she was displeased.

"Nothing personal." I shrugged. Truth be told, I didn't want to share my name, in case word got out. In my weakened state, I really didn't need a visit from the Royal Guard. And I had no way of contacting my co-conspirators. I was practically on my own right now.

"Well, to answer your second question, you're in the little town of Prairieville. " Belle continued.

I had heard of Prairieville. It was indeed a small little town, in some out of the way corner of the desert. The perfect place for me to recuperate without being discovered. But I still had one question left.

"How did I get here?" I asked.

"I found you out by the cliff." Belle recalled. "I saw you were hurt. In the bad shape you were in, I couldn't chance the long trip up to Canterlot, so I brought you here, instead."

"And you fixed me up?" I asked, amazed.

"Oh my, no." Belle chuckled. "I have this friend who's a doctor. I took you to him. Once he patched you up, I brought you here so you could recover. Unfortunately, we weren't able to save your eye."

"Really?" I asked, relieved that she hadn't taken me back to Canterlot (and I wasn't that upset over losing the eye), as that would have ended badly. "Why would you bring me to your home? Couldn't you have just left me at the doctor's?"

"I could have, but I wanted to make sure you were okay." Belle declared. "Besides, I felt it was best for you to recover somewhere nice and comfortable, instead of that drafty old doctor's office."

I was genuinely touched by her words. Her kind nature reminded me a little of my old friend, Cherry Jubilee... I wondered how she and Big Red were doing at the moment...

"Thank you." I smiled. "I don't know many ponies who'd go to all this trouble for a stranger."

"Then maybe you've just been hanging around the wrong sort." School Belle smiled.

"Maybe." I shrugged. "It's not always so easy to tell... Some ponies have their own ideas of what denotes right and wrong."

Suddenly, my stomach growled.

"Oh, my." Belle giggled. "I guess you're hungry after being out for so long..."

"Not to mention I had a... busy day before that." I said darkly.

"Well, in that case, why don't I get you some nice warm tumbleweed and cactus soup?" Belle smiled, as he headed for the door. Once she passed through the doorway, she poked her head back in. "Don't go anywhere."

"Very funny." I pouted.

Moments later, Belle returned, carrying a bowl of piping hot soup. I eagerly reached for it, only to realise that I couldn't feed myself in my wounded state.

"Ah-ah-ah." Belle chuckled. "Please, allow me."

"Great..." I groaned. I hated this. Feeling helpless. Strength was always important to me. But there I was, powerless, unable to even eat on my own.

"Here you go." Belle dipped a spoon into the soup, and directed it toward my mouth. "Open wide."

"Don't patronise me." I growled.

"Well, sorry, Mr grumpy hooves." Belle pouted. "I'm just trying to help."

I felt a twinge of guilt. Belle had saved me, after all...

"I'm sorry." I sighed. "I just don't like having to rely on others. It makes me feel... weak."

"Right now, you _are_ weak." Belle pointed out. "And there's no shame in getting help when you need it. I've needed plenty of help in my time, and it didn't make me feel weak at all."

"Lucky you." I retorted.

"Okay, that's enough of that." Belle held out the spoon. "Open up, before it gets cold."

"Fine." I sighed, opening my mouth.

"Here you go." Belle put the spoon in my mouth.

The warm liquid flowed onto my tongue. It tasted... pretty good.

"Mmm, not bad." I admitted.

"Thanks." Belle smiled. "I made it myself."

"Really?" I smiled. "What are you, a chef?"

"Actually, I'm a teacher." Belle declared. "Good thing it's summer, or I wouldn't have been out there to find you. I'd have still been in the classroom, teaching kids their ABCs."

"I think you may have missed your true calling." I joked. "This is some good soup."

"Well, I'm not great at everything cooking-related." Belle said humbly. "This soup's just one of my better dishes."

"Speaking of which... more please." I asked.

"Coming right up." Belle smiled.

Belle fed me spoonful until spoonful, until the bowl was empty.

"Full now?" She asked.

"I couldn't eat another drop." I smiled.

"Are you going to be okay on your own for a while?" Belle asked. "I'm supposed to go and fetch some groceries for my neighbour, Mrs Nagfield. Poor thing's a little infirm, so I help her out every now and again."

I was impressed by her altruism. She was clearly a caring and compassionate individual. She reminded me of somepony else... somepony I would have rather not thought about at the moment.

"I'll be fine." I admitted. "The only danger here will be boredom."

"Just try and hold out." Belle grinned. "I'll be back sooner than you think, mister."

Belle left the room, taking the empty bowl with her.

I leaned back onto the pillow, counting my blessings. I was indeed lucky to be found by such a compassionate mare. And a cute one, at that...

 _'Stop that.'_ I told myself. _'Remember your mission, you idiot. You can't afford to start messing around with some mare you just met. What would 'he' say? You gotta keep your walls up... even if she did save your life...'_

With that, I purged those thoughts out of my head, instead focusing on how she had helped me, a complete stranger, taking me into her home without a second thought. After my more recent experiences, I had lost faith that there were many ponies like her left in the world. But the proof was right in front of me. I took solace in that fact, and waited for my caretaker to return. Fortunately, I had some bird song and warm sunlight to keep me placated until she returned.

Sure enough, she was back before long.

"Another good deed done." She smiled.

"Took you long enough." I joked.

"Couldn't help it." Belle shrugged. "After I brought her the groceries, Mrs Nagfield and I had a talk about things."

"You didn't... mention me, did I?" I asked, suddenly worried.

"Of course not." Belle shook her head. "A lady never talks about her gentlestallion guests."

I breathed a sigh of relief.

"But why are you so anxious not to be known?" Belle asked.

"Well, I..." I said, flustered. "Like I said, I don't like feeling weak." I made up a lie. "Don't want me being laid up getting around, even in this little place."

"Don't worry." Belle chuckled. "Your secret is safe with me."

"Thanks." I smiled.

"Then again, considering you won't even tell me your name, it's not like I can say much about you." Belle noted. "Why is that again?"

"It's... complicated." I declared.

"How so?" Belle asked. "What are you, some kind of spy, or secret government agent?"

"Don't be ridiculous." I scoffed.

"Then what's the problem?" Belle continued to pry. "Why are you so intent on keeping your name a secret?"

"I said, I'd rather not say." I said stubbornly.

"...Suit yourself." Belle shrugged, though I could tell she was pretty frustrated at that point.

"It's nothing personal." I assured her. "I'd just... prefer to remain anonymous at this point."

"Whatever that means." Belle frowned. "Well, I've got laundry to deal with. I'll bring you supper a little later..."

As she left the room, I felt a twinge of guilt. Belle had saved my life, and I wouldn't even give her my name. I knew I had a mission, and I couldn't bring her into it... but I couldn't shut her out forever, especially if I was going to be taken care of by her for the next couple of months... I was left with that thought until she came by later, carrying a tray of wheat toast with her.

"Here." She said flatly, still angry from before. "Enjoy."

"Look, about before..." I started.

"Forget it." She said flatly. "Now eat. Build your strength back up. Sooner you get better, the sooner you leave..."

She held out a buttered slice, and I bit into it.

"Good stuff." I mumbled.

Belle was silent as she fed me the rest.

"Here, let me deal with those crumbs." She declared, picking up a brush and sweeping away the fragments of the toast that had collected on the sheets.

As she did, I received a closer look at her face. Even angry, she still had an appeal to her. I felt slightly uncomfortable, noting how close we were.

"There." She stood up. "All done. Now, if you don't mind, I'll be off to bed now, Mr 'I'm so mysterious I won't even tell you my name, even though you saved my life'..."

Belle marched towards the door. I felt a heavy weight in my heart, a weight that forced me somewhere I had doubts about going...

"Black." I said suddenly.

"What?" Belle turned around, surprised.

I was surprised myself. It was completely on the spur of the moment. But I had gone through with it, and I needed to finish what I had started.

"My name is Black." I continued. "Black Knight Paladin."

Suddenly, the anger lifted from her face, replaced with a smile.

"Well... pleased to meet you, Black Knight." Belle smiled. "Nice name, by the way."

"Thank you." I smiled back. "And, um... good night."

"Good night to you too, Mr. Paladin." Beele declared, as she closed the door.

Seeing Belle smile felt surprisingly good. But I knew I was playing a dangerous game because of that. If the wrong pony heard my name, I would have been arrested by the Royal Guard before I even knew it and my and 'his' plan would have gone up in smoke. There was a lot riding on this mission, and I was the only one who could do it... but, on the other hoof, for some reason I couldn't explain, I felt like it was worth the possibility of everything going up in smoke. Belle was a kind mare, and I felt like I could trust her.

Then again, I had trusted somepony else recently, and look where that had got me.

 _'Belle won't be the same.'_ I told myself. _'Especially if you keep your mouth shut about your past. She can't know, for both her sake, and yours...'_

I laid back in the bed, knowing I was correct. My mission was far from over, and I couldn't let Belle become involved, not after everything she had done for me. Once I was fully healed, I would leave, and continue with my mission. But for now, I had the company of a lovely, caring mare. What stallion could ask for more?

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	2. Cross Purposes

**Shades Of The Past**

 **Chapter Two: Cross Purposes**

 _Present Day, In An Undisclosed Location..._

The loud blaring of an alarm clock went off in a rather sparse, minimalist room. The owner of the room gave a small groan, as he then slammed his hoof on the snooze button.

None other than Sterling Cross, the once-friend of Echo Alchemy and Sunset Shimmer, and an elite member of the organization known as the Forefathers, a group of many mysteries, arose from bed, and let out a yawn.

"Another day, another job..." He yawned.

He slowly got out of bed. Then not far from his bed, a mid-sized golden retriever woke up and rushed over from his basket, yipping happily.

"Morning, Ward." Sterling smiled, petting the dog. "I'll have your breakfast ready in just a sec, okay?"

Ward licked Sterling's hoof.

"Atta boy." Sterling smiled.

Sterling went about his morning routine, washing, brushing his mane (not having such a luxury in a while), flossing his teeth, and trimming his scuffy beard with a dull knife. He went to his closet, and donned a fresh set of silver and gold robes.

"Boy, who was it that decided dressing gowns were suitable day wear?" Sterling sighed.

Once that was done, he headed into the kitchenette and poured the contents of a bag of kibble into Ward's bowl. The hungry dog eagerly dug in.

"Yeah, you're a hungry boy, aren't you?" Sterling chuckled. "Looks like the others haven't been keeping up on feeding you, have they?"

Ward paid him no heed as he continued to feast on the meal he was given.

"Sorry I haven't been around for while, buddy." Sterling sighed. "Things got... complicated. I messed up... bad. But I'm back now, and I'm here to stay. For better or for worse..."

Once Ward had finished eating, Sterling left his quarters, joined by his faithful hound. He emerged into a long corridor, where other robe-wearing ponies walked by. It wasn't long before he found himself outside, on the high walls of an abandoned monastery, left forgotten by time, overlooking a rather cold and desolate valley within the mountains.

The place was home to the mysterious society of the Forefathers. Created a long time ago by the original owners, it had since been converted into their base of operations, having yet to be found by anypony that wasn't one of them. They even went on to call the place "Infinity"...

Sterling took in the view, the sky filled with clouds, leaving the monastery in a perpetual sense of rain and snow. He let out a shudder and a fog-laced sigh.

While it wasn't the most beautiful sight, it was still breathtaking to see it again, especially given how long it has been since he last saw it. It has only been a month or two since he was still locked up in a maximum security cell in the Crystal Empire.

Sterling could still remember how hectic that day was...

 _Flashback..._

It was a long cold evening in the prison cell, as Sterling sat alone on his bunk, trapped with his thoughts. Sharing the block with him, both sleeping, was Silas Necross, the former Unicorn leader of the 'Order of Darkness', a group dedicated to dark magic worshiping that had yet again been disbanded after Sterling had inadvertently thwarted his plans when Synchro, one of his associates, decided to enact his own master plan. The other was Lunard Cloudskipper, a thuggish Griffon who spent his life robbing banks, while maintaining an abusive relationship with his son and the two he took in before he was beaten soundly by a certain farmer stallion.

Sterling was unable to sleep, and hadn't for the past month, as he had been wrestling with a decision that he had been debating for a long time.

It was only a month ago that his "friends" Echo and Sunset had sought out the Shadow Stalkers, and had a close shave with death at the end of Frankensteed and his old associate, a bounty hunter named Scalphunter Insidious. While he wasn't sure of the details regarding what happened, he was sure that him calling Deathgaze when he did had saved them from certain death. And for that, he was relieved.

However, there was no changing the fact that, no thanks to him, Echo and Sunset were put in harm's way. He wasn't sure how lucky they would be next time if the Forefathers decided to try and dispose of them again, and if his calculations were correct, their foal was now born, and in as much peril as they were. And as long as he was in his cell, he couldn't do much to protect them.

Sterling tried to think of ways that he could assure their safety, but no matter how much he thought, only one option remained, and Sterling had been pondering whether to go through with it, or continue risking the safety of the few ponies he cared about.

 _'Do I really want to do this?'_ He thought. _'Go back to serving the Forefathers? I'd be betraying Echo and Sunset all over again. Especially Sunset. Even after everything I've done, she still cares about and believes in me. And this is how I repay her? Then again, if the Forefathers go after them, I'd be no help to them in here. I could work from the inside to try and keep Echo and Sunset off the Forefathers' radar. But then, I'd be betraying the order. My teachers and mentors...'_ He let out a deep sigh. _'Face facts, Cross. You're no good to anypony. You'll ruin things for somepony either way... But if you go back, at least you'll be protecting Echo and Sunset, and that innocent foal.'_

Looking towards under his bunk, he gave one grim nod and knew it was high time that he returned to the Forefathers' service. It was the only way...

Slipping his hoof under the bunk, he pulled out a magic mirror, given to him by Scalphunter last month, and focusing his Earth Pony inner magic. The mirror began to shimmer, contacting the hidden network of the Forefathers' communication lines. He wasn't sure who would answer, though he hoped that it wasn't a certain pony.

Meanwhile, back deep within the monastery, the mirror in the pouch hanging off a wheelchair began shimmering, as none other than the fellow Forefather and elder member, Loveless Irons picked it up. His eyes widen at the sight of Sterling.

"Sterling?" Loveless frowned. "Sterling, is that you?"

"Hello, Loveless." Sterling declared, a sigh of relief escaping him. "It has been a while."

"How are you contacting us?" Loveless asked in shock, "I thought you were in prison!"

"I still am." Sterling sighed, "Scalphunter came and gave me this before he went on that Shadow Stalkers mission. I'm guessing that wasn't yours or Solomon's idea?"

"Far from it." Loveless frowned, grimacing at the mention of the lecherous bounty hunter. "So, what are you calling for?"

"Simple really." Sterling declared, as he gaze out his cell. "I want out. I am ready to blow this dump, but I can't do it by myself. I was hoping that maybe you could send some help?"

"All you had to do was ask." Loveless gave a smile. "I was beginning to worry that we would be leaving you in that place forever. Solomon has been saying things about you, and I didn't want to believe it."

"Well, rest assured..." Sterling held back a grimace, not wanting to worry him with his 'other thoughts'. "My loyalties are to the Forefathers. Always have been."

"That I know." Loveless nodded. "I am just glad to hear your voice again, my boy. Things just haven't been the same around here without you. I misssed you dearly."

"I've missed you too, old friend." Sterling said fondly. "And I'm glad you were the one who answered. I doubt Solomon would be too happy to see me."

"Like I care what Solomon thinks." Loveless snorted. "Head of the circle or not, I am still his elder."

"Good to see things haven't changed while I've been away." Sterling chuckled.

"I will have somepony by shortly to break you out." Loveless declared, before frowning. "But... I must warn you. With all the things going on between you and... 'those two', Father and Solomon and everypony else will be observing you closely. If you were to fail them once more, they'd no doubt see to it that you wish you'd stayed in that cell."

"Don't worry." Sterling assured him. "I won't make the same mistakes again..." He felt a lump in his throat, before regathering his thoughts. "...I promise you..."

"Then prepare for extraction." Loveless told him, his face vanishing from the mirror.

Sterling let out a harrowing sigh as he sat down in his bed. Extracting a piece of paper (which he had secretly taken from the Captain of the Guard when he was making a report of the prison), and taking out a quill and ink pen that he was able to sneak in, he began writing a note to the two ponies he would be leaving behind, possibly for good...

 _'Oh, this hurts...'_ Sterling thought, a tear coming to his eye. _'But it's the only way. The best way to save their lives is if I'm not in them...'_

After he had written his note, he set it on the pillow of his bunk, and sat on the bunk with it awaiting his salvation...

And wait he did... a lot longer than he could had hoped, as the evening soon began to turn to early dawn...

 _'What's taking so long?'_ He thought, tapping his hooves. _'Guess the quality of operatives has lowered since I've been away...'_

Suddenly, the prison shook as something started striking the wall, causing it to crack.

"...What the?" Sterling jolted up with a start, as the wall began shaking again.

Suddenly, the wall came crashing down, as a hulking Pegasus stallion, decked out in a black armored bodysuit, entered through the hole. He donned a gas mask with tubing going into the filter, pumping some sort of sickly green liquid. It seemed to have physically enhanced his strength tenfold, making him far more powerful than any other stallion.

The big stallion gave a small bow as he muttered. "Sterling Cross..."

"Finally." Sterling smiled, "Good to know those yahoos' chemistry crud are good for something."

"Well, it's your lucky day, sir, because..." The stallion made his way over to the cell door, and with a simple heave, he pulled it open with his bare hooves. "You're up for early parole."

The noise stirred Lunard and Silas awake.

"What the-!" Lunard the Griffon yelped. "What's going on?"

"Who dares interrupt my naptime?" Silas said, very cranky. As he looked around, he saw Sterling out of his cell, standing by the stallion. "What's going on?"

"I'm getting out of here, that's what." Sterling grinned. "This happens to be my escort, who's come to spring me from this craphole and away from you two."

"You?!" Silas Necross spat. "What about me?!"

"What about you?" Sterling sneered.

"You help him escape, but not me?!" Silas scowled at the stallion. "This is an outrage! I am a part of the organization as much as he is!"

"Tough luck, Necross." Sterling scoffed. "You're not of any importance to the Forefathers. Your track record is abysmal, and honestly, you only got in because you refused to give up certain information unless we let you in."

"Information that you ended up using!" Silas snarled.

"Details, details." Sterling rolled his eyes, as he then gestured outwards and towards the stallion. "Come on, let's blow this joint."

"NO!" Silas roared. "I demand you free me too! If not, I will scream, and scream out loud for all of the Crystal Empire to hear me, and the Guards will be all over you before you can even get over the border!"

"Seriously?" Sterling snarled. "That's your big 'if not'?"

"I will not be left here to rot!" Silas declared. "You owe me for your stupid lap dog ruining everything for me!"

"First off, Synchro is not a lapdog!" Sterling gave a offended snarl. "Secondly, I don't need some high and mighty idiot slowing us down!"

"I'm an idiot?" Silas spat. "You ended up right next to me, remember?"

"That doesn't make you my equal." Sterling snorted.

"Why, you arrogant-" Silas started.

"Will you two please knock that off?" The stallion growled, ripping open Silas' cell. "Necross can come too, if only to make him shut up."

"I'm glad to see good sense prevailed." Silas smirked as he strolled out.

"That's a laugh." Sterling scowled.

"Hey, what about me?!" Lunard cried out. "Don't I get out too?"

"In your dreams, feathers." Silas snorted.

"I didn't even want to let this clown out." Sterling pointed at Silas.

"Typical pony attitude." Lunard growled. "Leave a Griffon high and dry..."

"This has nothing to do with species." Silas retorted. "It has to do with you being a brainless brute who will be of little help to us."

"Watch who you're calling brainless, big mouth!" Lunard spat.

"Or what?" Silas shot back. "You're still locked in there, remember? Or are you really that stupid?"

"Only stupid one around here is you, for insulting me!" Lunard raged, struggling to get his talons through the bars.

"Alright, knock it off!" Sterling yelled. "I don't time for this. I'm leaving, and I'm leaving-"

*SHINK*

Sterling and Silas' blood ran cold, as the bulky Pegasus went still, a bolt embedding itself in his head through the visor, then dropped to the floor, dead.

"OH, BUCK!" Sterling and Silas screamed.

"Hold it right there!"

That cry belonged to a guard as he rushed into the prison block, holding his just-used crossbow, as Sterling and Silas held their hooves up.

"Back in your cell, now!" The Guard yelled, shoving his crossbow forward.

"Now, let's just calm down..." Sterling urged.

"Yes, no need for violence." Silas agreed.

"Like buck!" The Guard snarled. "You are prisoners attempting to escape, and refusing to cooperate! That calls for definite violence." He went over to Sterling, pushing the crossbow into his face. "I'll say it only once more. Get back in-"

Sterling suddenly struck the Guard in the hoof, causing him to drop the crossbow. An eye blink later, he struck him across the face, knocking him back. Then Sterling grabbed the crossbow and shot the Guard in the shoulder.

"Gah!" The Guard yelled, dropping to the floor, groaning in pain.

As the Guard fell, the faint sounds of others approaching grew loudly.

"Oh, buck me..." Sterling growled.

"What do we do now?!" Silas panicked. "Do we run?!"

"What's the point?!" Sterling growled. "The prison had high walls everywhere! Only the strongest flyers can get over them, and thanks to your yelling, our way out is dead!"

"If you had only honored my request, we wouldn't be in this mess!" Silas yelled.

"If you hadn't tried to horn in on my escape..." Sterling snarled.

"Ahem..."

Sterling and Silas glared at Lunard, who was now smirking evilly at them both.

"It's looks like you two need someone to help bust you out of here." Lunard sneered. "Someone with strong wings..." He spread his wings to emphasize his point.

"Yeah, so?" Sterling growled, knowing full well what he was implying.

"If you guys let me out of the my cell, we can escape together..." Lunard smirked.

"Oh Tartarus no!" Silas snarled, as he then glared at Sterling. "Sterling, we are not bringing him along!"

"What other options do we have, Silas?" Sterling growled. "We will be screwed if we don't escape right now!"

"But..." Silas tried to complain, but only snarled in defeat, realizing Sterling was right.

"Well, then, would you kindly?" Lunard gestured to the lock.

Sterling, utterly annoyed, took the crossbow and shot the lock. Using his brute strength, Lunard forced the door open.

"Flap yeah!" Lunard stretched his body and wings. "So good to be free!"

"Yeah, yeah..." Sterling scowled. "Let's just get out of here while the getting's good!"

"And how will we be doing that when a hoard of Guard are headed our way?" Silas asked. "We'll be slaughtered!"

"Quit whining." Sterling told him. "There's always a way out."

"And that way is me!" Lunard declared. He grabbed both of them.

"What are you-" Sterling frowned.

"Release me, you-" Silas started.

"Hang on!" Lunard ordered, as he leapt out of the hole the stallion had made.

"AHHHHH!" Silas screamed.

As they dropped down, the bulky Griffon opened his wings and took flight. At the same time, the Guard entered the prison, seeing Lunard through the hole.

"Stop them!" The Captain of the Guard yelled. "Fire!"

The Guards fired their crossbows through the hole.

"Evasive manoeuvres!" Sterling yelled.

"Don't tell me how to fly!" Lunard growled, as he expertly dodged the bolts.

Before long, Lunard flew out of range, leaving the Guards helpless to stop their escape.

"The Prince and Princess are not going to like this..." The Captain sighed.

Soon after, Lunard was gliding along the skyline of the Crystal Empire, as Sterling and Silas took in the view from Lunard's back... well, Sterling at least, as Silas was scared out of his mind.

"So high..." Silas trembled. "So high..."

"Knock it off, you wuss." Lunard sneered.

"Can't we just get the BUCK down?!" Silas cried.

"Okay, big guy." Sterling tapped on the back of his neck. "I think you can drop us off now."

"...Gladly." Lunard sneered.

In a flash, Lunard did a barrel roll, flipping a shocked Sterling and terrified Silas off, before Lunard grabbed them by their hooves, dangling them from his claw.

"What are you doing?!" Sterling yelled.

"No! I want to live!" Silas screeched.

"I'm getting my payback." Lunard snarled. "This past couple of months has been a livin' hell because I had to deal with both your condescending smart-flank faces every day. Always talking like I was never even there. Going on about this stupid 'Forefathers' bullcrap! Well, now that I'm free, I'll gladly turn you both into splats on the pavement!"

"Please don't kill me!" Silas begged. "I'm sorry I called you a brainless brute!"

"Hold on, Lunard!" Sterling stopped. "You don't have to do this!"

"Don't I?" Lunard asked. "If I leave you two alive, I leave a chance of being captured again, and I am not going back to prison. I have some unfinished business back in Dodge Junction to take care of!"

"You don't have to worry about us ratting you out." Sterling declared. "We won't tell anypony, I swear."

"Like I'd believe you." Lunard spat, loosening his grip on them both. "No, I think it's best to just cut the loose threads..."

"Why don't you come with us?!" Sterling asked quickly.

"What?!" Silas yelled.

"Come with you? Where?" Lunard raised a brow.

"The Forefathers." Sterling explained. "I know we've been keeping you out of the loop, but only because you are not a member. But surely, if you brought us back, they would gladly let you in for busting me out."

"And why would I want to join your stupid club?" Lunard sneered.

"Come on, don't be like that." Sterling urged. "We could always use some muscle within our ranks, and it does come with perks."

"...I'm listening." Lunard glanced intently at Sterling.

"Sterling, you can't be serious!" Silas screeched. "Why would we want a mindless brute in the Forefathers?!"

"Do you actually want me to drop you?" Lunard growled.

"No, please!" Silas trembled.

"What kind of perks are we talking about?" Lunard asked.

"All sorts." Sterling gave a nervous smile. "Food. Booze. Money. Drugs. A barrack full of rookies for you to terrorize...and all the gorgeously hot Griffon babes you can ever want."

"All of that, huh?" Lunard gave a interested smirk.

"Yeah. All you gotta do is pledge your eternal loyalty to the Forefathers, and you'll dine like savages and kings!" Sterling nodded.

"Hmm..." Lunard mused. "Sounds like a decent trade."

"But we can't let this-" Silas started.

"If you want to live, zip it." Sterling hissed.

Suddenly, Lunard flung them over his shoulders, placing him on his back again.

"Okay, you got me hooked." Lunard declared. "Just point the way to where they live, and I will get us there in no time."

"It's off to the east." Sterling smiled, relieved. "Just head that way for about fifty miles, then turn south for ten, and west for thirty."

"Well, what are we waiting for?" Lunard smirked. "Let's go!"

"Not again..." Silas cringed, as Lunard soared upwards.

Sterling had his misgivings about Lunard joining them, but it was better than going splat. Still, he was sure that Lunard could be of use to them. Silas, not so much...

 _The present..._

Sterling reflected on what came after that near death experience. After flying for several miles, the motley trio were eventually able to find Infinity. While Sterling was welcome back with open hooves by almost everypony, including Loveless, they were surprised to see Silas and Lunard with them (mostly dismayed at Silas, however). After Sterling explained what had become of the stallion that tried to rescue them and how Lunard helped them escape, they ultimately decided to take in Lunard as a operative, and after much complaining from Silas, they welcomed him back in, albeit less enthusiastically.

"Which reminds me." Sterling mused. "Better make sure they aren't causing too much trouble."

Ward barked in agreement.

As Sterling and Ward walked by the dining room, they saw Silas ranting to the other operatives (again). Although Silas was given a higher rank due to his resources and once position as leader of the Order of Darkness, it didn't change that Silas was despised by nearly all his peers.

"All I'm saying is that I am deserving of respect." He declared. "It was I who masterminded the plot to harness the power of King Sombra's spell book, after all! Twice, even!"

"Yeah, and how did that work out for you both times?" One operative smirked.

"My plan only failed due to... outside interference." Silas scowled.

"That's what they all say, loser." Another operative snickered.

"How dare you!" Silas snarled. "I am Silas Necross, and I demand respect!"

"Well, we demand you shut up!" Another operative yelled.

"You insolent..." Silas seethed.

Sterling walked away from that sad little scene.

"What a pompous idiot." He sneered. "Respect needs to be earned."

Ward growled in Silas' direction, before following Sterling.

As Sterling passed the barracks, he saw Lunard asserting his dominance over the other operatives in combat. Unlike Silas, Lunard was taking to his role as a new member of the Forefathers with gusto, showing exemplary combat prowess.

"Take this, Griffon!" One operative lunged at him.

Lunard dodged the operative's blows, then struck back with an uppercut. Before the operative even hit the floor, another leapt on Lunard's back, trying to put him in a chokehold. But Lunard simply reached, grabbed him, and threw him across the room. More operatives joined the fight, but that only made Lunard more determined to win. He took them down one by one.

"I'm the toughest guy in here." Lunard declared, punctuating his statement with a punch to an operative. "Which means you losers answer to me." He headbutted another. "Is that clear?"

"Yes, Mr. Cloudskipper." One of the downed stallions groaned.

"Good." Lunard smirked. "Glad we got that settled. Now hit me up!"

One of the operatives limped over, carrying a syringe filled with the same green fluid Sterling's would-be rescuer had. Lunard injected himself with it. Instantly, a deep grin emerged on his beak.

"Oh, flap yeah, that's the stuff." Lunard gave a relieved chuckle.

"I hate to admit it, but Silas was right about him." Sterling grimaced. "He really is a mindless brute... not to mention he's going through those drugs faster than everypony else."

Ward whined plaintively.

After taking some time to exercise in the gym and sparring with a few fellow operatives, Sterling was approached by another operative, a Pegasus stallion.

"Agent Cross, the Forefathers demand your presence, post-haste." The stallion declared.

"I'll be right there." Sterling panted, as he was pinning another agent.

"Mercy." The pinned agent gasped. "Please..."

Sterling made a brief stop at his quarters to return Ward, acknowledging that the Forefathers might not want a dog at their meeting.

"Be back soon, pal." He patted Ward on the head.

After leaving his room, Sterling made to head to the top floor of the monastery, which was actually built into the side of the mountain by the Forefathers themselves, rather than connected to the monastery itself. The highest floor served as the meeting place for the highest of Forefathers, including himself, as well as the place where all the planning and happenings of all the Forefathers' 'projects' takes place. Only certain agents were allowed to be up there.

Sterling rushed over to an elevator (in which the monastery was outfitted with among other machinery), which served as a lift to the top floor. Unfortunately, one stallion operative was already inside.

"Hold the door!" He called.

Just as Sterling said it, the door closed. The stallion flashed him a quick apologetic look.

"Aw, great." Sterling sighed.

With no other options, he had to take the escalator, which served as a alternative way up the mountainside. Sterling tapped the railing as he made the slow climb up.

"Agent Cross." One of the lowers agents saluted as he came down the opposite side.

"Agent." Sterling saluted back.

Another agent passed by.

"Agent Cross." He saluted.

"Agent." Sterling nodded.

Then came another.

"Agent Cross."

"Agent." Sterling said, starting to get irritated.

More came down the other escalator.

"Agent Cross."

"Agent." Sterling grit his teeth.

"Agent Cross."

"Agent." Sterling's eye started to twitch.

"Agent Cross."

"Go buck yourself!" Sterling finally blew his top.

"Agent Cross."

"Go buck yourself!"

"Agent Cross."

"Go buck yourself!"

"Aww..." The poor agent pouted.

Sterling groaned. If there was anything he hated more, it was having to take this damn escalator.

"Wassup!" One agent yelled as he passed by, waving his hooves madly.

He didn't even want to address that one.

Soon, he found himself entering the cavernous upper floor of the Infinity. It was a stark, gray area, filled with various technologies, weapons, and work stations, with high-level operatives going about their work.

Soon, Sterling approached a giant serpent like statue, trying to eat its own tail, but stopping just short of it, leaving room for a hoof to fit inbetween the mouth and tail. He stuck his hoof into the hole, placing it on a panel within which read his hoofprint.

"Welcome back: 'Sterling Cross'." The statue announced in a electronic voice.

The wall beside the statue slid downward, revealing a ramp to a lower hallway.

Sterling walked down the slanted hallway, the torches lighting up as he made his way downwards. Soon, at the end of the long hallway, he came out into a large circular chamber. This was the place where all the highest members of the Forefathers' met, away from the ears and eyes of the lower agents. Such a place was called the 'Coils of Ouroboros', or just 'The Coils'.

It was a fitting name, as those who were the leading members of the Forefathers were called the 'Ouroboros'. How they thought of the name, Sterling would never know, but that what he was, and that what the others was.

A small glimpse of light shimmered from a hole in the top of the room, and off in the corner, a masked pony was playing somber music on an organ. Why he was there was another mystery.

Already in the room was Solomon Thunder, donning a peeved excession while sitting in his chair, Loveless Irons, who was next to him, sitting in his wheeled platform.

"Ah, there you are, Sterling." Loveless smiled.

"What took you so long?" Solomon scowled. "We fetched for you a half hour ago."

"Long story short, we need another elevator." Sterling declared. "Or a faster escalator..." He looked around. "Say, where is everypony? "Where's lumpy and skinny, the 'eternal darkness is my friend' guy and that rich dude whose name I can never remember? And where's Rico?"

"The first two are still busy with that little Changeling project of theirs." Solomon rolled his eyes, "And the other two are busy dealing with their... troublesome subject. And as for Rico-"

"YO! WHADDUP?!"

Sterling, Solomon, Loveless, and the pony playing the organ cringed as a lanky Pegasus, boasting a reddish coat and a slicked-back black mane, with a Cutie Mark of a crossbow bolt (which changed direction mid-flight) and ice-blue eyes. He was wearing a pair of dark red robes that were rather unkempt and stained.

"...Hello, Ricochet." Solomon cringed.

"Hey, Lightning!" Ricochet bellowed, then turned to Loveless. "Wheels!" And then to Sterling, as he held up a hoof. "Sterling, my main stallion, whassup?!"

"Going just fine, Ricochet." Sterling gave a forced smile as he lightly hoof bumped his hoof.

"And just where have you been, Ricochet?" Solomon asked. "I fetched for you earlier this morning."

"Oh, I was nursing this huge hangover I got." Ricochet rubbed his head. "Me and the boys downstairs were partying it hard last night. You should had been there, it was a BLAST!"

"I'm sure it was." Loveless sighed.

"I just hope all these parties aren't interfering with your work." Solomon declared.

"Come on." Ricochet smirked. "You know I'm with you guys all the way. I just like to enjoy myself while I'm doing it!"

"Same old Rico." Sterling shook his head.

"Well, now that everyone is here, we can get down to business." Solomon gestured to Sterling and Ricochet to take a seat.

"So, what is the plan for today?" Sterling questioned.

"We've received some trouble reports from the west." Loveless declared. "Some dogooders are protesting the construction of a new factory by one of our allies. We'll be sending some agents to break up those fools."

"An environmentalist coalition in Fillydelphia is launching an investigation into one of our research labs." Solomon frowned. "We'll send in somepony to bribe the local papers into running a smear campaign against them."

"Boring." Ricochet scowled. "But not for long. Soon, we're going to have some real fun..."

"Fun? What are you talking about?" Sterling frowned.

"It's nothing you need to worry about." Solomon glared, as he then glared harder at Ricochet. "And I appreciate that you don't go blabbing things out, Ricochet."

"Sorry, sheesh..." Ricochet cringed.

"Now, now, Solomon, be nice. Besides, he's going to find out one way or another." Loveless countered. He then turned to Sterling. "Sterling, we are fast approaching the initiation of Project: Titanfall."

"Titanfall? You're serious?" Sterling gaped.

"Oh, yes. We're just waiting on Father's call on when to strike." Loveless nodded.

"And when that time comes, we are going to have a blast!" Ricochet chortled.

"Wait, so you are seriously going along with Solomon's crazy plan?" Sterling frowned. "I thought he was kidding!"

"You call it 'crazy', I call it 'inspired'." Solomon shot back.

"I call it 'fun'." Ricochet smirked. "Once we get that project going, things are really gonna get wild!" He then pulled out a piece of paper and began scribbling, "Note to self, grab a case of beer for the show."

"Whoa, let's not get ahead of ourselves." Sterling held up a hoof. "We're really going to go forward with this plan?"

"Yes." Solomon glared. "I have been planning this for years... is there a problem?"

"...I'm just saying, we've never done anything that... big before." Sterling declared. "We're supposed to be a secret society. And what you have in mind isn't exactly easy to hide. I mean, do we even know if Loveless's contraption will even work?"

"It will work." Solomon growled, as he glared at Loveless and Ricochet. "Right, you two?"

"There is a high probability of success." Loveless nodded.

"Oh, we are gonna cause so much carnage!" Ricochet whooped.

"You see?" Solomon asked.

"I don't. In fact, I really don't think we should go through with this." Sterling glared. "If this plan fails, we will have outed our entire society for the world to see!"

"I don't need some underling telling me how to do things." Solomon scowled, his horn sparking with electricity. "Especially not one who has been languishing in a prison cell for the last few months, largely due to his own failures."

"I made a mistake." Sterling snarled. "One mistake. And last I check, it was because of you that I was in there for so long."

"That's not the way I heard it." Solomon sneered. "You made a lot of mistakes. Your incompetence brought great shame to our order. Frankly, I'm amazed somepony here decided to break you out... Which cost us one of our elite soldiers, I might add."

"You needn't be so surprised." Loveless stepped (or rather, rolled in). "Sterling has served us well for many years. We had no cause to hang him out to dry over a single failure."

"Of course you'd stick up for him." Solomon shook his head. "You always did have a soft spot for this one."

"Only because I know a valuable asset when I see one." Loveless countered.

"Thank you, Loveless." Sterling grinned. "It's good to know somepony here recognises my talents."

"'Talents' is a broad term." Solomon snorted.

"Speaking of 'broad', let's get back to that plan of yours." Sterling declared. "What is this project supposed to be targeting? I assume you meant Celestia and Luna, but the plans don't seem to specify-"

"Don't you worry about that." Solomon said flatly. "I know who we are aiming for, and we will do what is necessary to eliminate them. We will attempt to keep collateral damage at a minimum."

"But how can you do that?" Sterling declared. "We all know the kind of heavy artillery we're packing. If something goes wrong..."

"You're a fine one to talk of things going wrong." Solomon spat. "You, who has failed our order so spectacularly in the past, have no place questioning my plans. Plans that Father himself has approved of. Do you think yourself wiser, more intelligent, than Father? Well, do you?"

"...No." Sterling said flatly.

"Exactly." Solomon sneered triumphantly. "Do yourself a favor, Cross: Keep your mouth shut. Remember your place here, and be grateful you still have one, in spite of your incompetence!"

"Solomon-" Loveless started.

"Don't tell me to ease off on that fool." Solomon growled, electricity dancing madly around his horn. "I have no time for failures. We should have just let him rot in prison. At least then, I wouldn't have to listen to his nonsense!"

"Reasoned arguments are 'nonsense' now?" Sterling frowned.

"They are when they come from you." Solomon sneered. "Why don't you worry about your own business, and leave your superiors to their work!"

"You know what? Fine." Sterling scowled. "Just don't come crying to me when it all blows up in your face!"

Sterling stormed out of the room.

"Harsh." Ricochet cringed. "Way to bring things down, Thunder..."

"Was that really necessary, Solomon?" Loveless frowned.

"More than you think." Solomon declared, as he turned to Ricochet. "Ricochet, would you kindly leave the room for a second?"

"Sure thing, boss." Ricochet gave a nod, as he then turned to the organist. "Hey, organ guy, wanna grab something to eat?"

"Yeah, why not?" The organist smiled. "My hooves are killing me, and its not like anypony's appreciating my work right now..."

"Sandwiches on me, bro!" Ricochet chuckled. "Then maybe I could teach you how to crush cans against your head. It's way sick!"

After those two left, Loveless and Solomon were alone.

"...What is this about, Solomon?" Loveless frowned.

"Loveless, in these past months, have you noticed that Cross has been acting... differently, since he returned?"

"What do you mean?" Loveless asked, "He doesn't look different."

"That isn't what I am talking about." Solomon groaned. "Before he had left on Project: Maelstrom, he never once gave a damn about the collateral damage, or question orders when given them... yet now, he is always fretting about how much destruction we cause. Most of the time, he disregards his orders. And most annoyingly, he insists on questioning my every decision!"

"Cut him some slack, Solomon." Loveless growled. "Sterling has been in prison for months. That sort of thing has an effect on even the toughest stallions. I'm sure he will be fine once he has been given time to re-acclimatize. That's all..."

"Really, Loveless?" Solomon glared. "How about when Sterling left on 'personal business' a while back? A week later, we found out that Hans and Olga Hubris were slain during prisoner transport. You know, those fools who tried to do in the Shadow Stalkers and Echo and his wife?"

"Well, maybe Sterling was trying to take care of loose ends." Loveless surmised. "They did know Scalphunter, and we all know how badly things went..."

"How about when he refused to kill Barbossa Wheatley?" Solomon declared. "It was a very easy kill, yet Sterling said that he was more useful to us alive."

"Look, Solomon, Sterling has always been a rather rebellious member of the Forefathers. But let's not forget that there are reasons that he is one of us. His wit, skills, and intelligence are a great boon to us." Loveless explained.

"What boon will he be if he's acting the way he is?" Solomon snarled. "He need to be reminded of what loyalty to our order truly means."

"What is that supposed to mean?" Loveless frowned.

"It could mean nothing..." Solomon shrugged. "But if Sterling continues to be defiant and belligerent, I will just have to deal with him... via eradication..." He then leaned back in his chair. "Unless of course, you'd prefer to deal with him?"

"Very well..." Loveless sighed. "I shall set him straight."

"You'd better." Solomon growled.

Loveless went after Sterling, finding him fuming in the corridor outside.

"Sterling, we need to talk." He declared.

"What about?" Sterling asked gruffly.

"About the... changes... you've displayed since returning." Loveless admitted. "Some of us are finding them... disconcerting."

"By 'some', you mean Solomon, right?" Sterling frowned.

"...Yes, but I am also concerned myself. Ever since you returned, you've been speaking out of turn, voicing your own opinions, even taking liberties with your missions on a regular basis." Loveless noted. "Before, you followed orders to the letter, and always showed the others respect... even Solomon... but now..."

"I have a good reason for Solomon." Sterling scoffed. "The guy's a mule-brained idiot. Just because Father made him the boss of all of us doesn't mean he gets to lord it over all of us..."

"Come now, surely it wouldn't kill you to show some respect towards him?" Loveless pleaded. "He is your superior, after all."

"That's as maybe... but lately, I've been getting this bad feeling about him." Sterling admitted. "When I met him, he seemed like an okay guy. Loyal to our cause and everything, but ever since he became Father's personal second-in-command, he's been playing fast and loose with his position... I mean, don't you get the feeling that he has his own plans, and is just using the rest of us to enact it?

"Sterling... that is a dangerous thing you're assuming." Loveless said sternly.

"Can you blame me?" Sterling frowned. "I've been going through the records myself, and Solomon has been doing some 'weird' things. Something about taking trips to the middle of nowhere... I'm concerned that whatever it is he intends to do, he will be throwing all of us into the fire for it."

"Sterling... I will not lie, Solomon always had this... dubious personality about him." Loveless agreed. "But Solomon has earned his place as head of the Ouroboros for a reason. He has earned Father's trust, something that he practically never gives out. And despite these 'questionable' actions, he has yet to steer any of us wrong. I understand your concerns, really I do, but we must at least give him the benefit of the doubt... could you please do that? ...For me?"

Sterling gazed at Loveless intently before sighing. "Fine... I won't like it, but I'll try to lay off the guy... but I still don't like this plan of his."

"Give it a chance." Loveless urged. "There is a level of risk, but a higher chance of success. Besides, we get to finally test out my _magnus opus_!"

"Your little dream, brought to life." Sterling smiled. "You must be so proud."

"Oh, I am." Loveless grinned. "I can't wait to set that baby into motion..."

"And I'll be there to see it, old friend." Sterling declared.

"Thank you, my friend." Loveless declared. "You make an old, legless stallion very happy."

"I owe you that much." Sterling said firmly. "Come on, let's get some lunch."

The two stallions made their way down the corridor together, tensions eased for the moment.

Later that night, after everypony in the Infinity had retired for the night, Solomon, sitting on his bed in his own quarters, situated not far from the Coils, pulled out a magic mirror. He activated it, and the form of a shadowy stallion appeared.

"Solomon, I've been expecting you..." The shadowy stallion declared.

"Is everything in preparation?" Solomon asked. "Because I have an important rendezvous I cannot miss tomorrow."

"Of course." The stallion nodded. "Once you are in the valley, we will have a transport ready to take you out into the plains. We'll be there by the following afternoon."

"Excellent." Solomon grinned.

"Are you sure this is wise, though?" The stallion asked. "Won't your comrades wonder where you have gone?"

"Already taken care of." Solomon smirked. "I've told them I'll be going on a fact-finding mission. They don't suspect a thing..."

"Good. It isn't easy being a vagabond you know." The stallion frowned. "The last thing I want is to incur the wrath of the Forefathers."

"Just get me where I need to go without anypony knowing, and I can promise you that." Solomon nodded.

"Very well." The stallion smiled. "See you tomorrow, sir."

As the stallion faded from the mirror, Solomon's smirk grew wider.

"Finally..." He grinned. "As much as I would like to get Titanfall underway... there is one loose end that I must take care of... once and for all."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	3. Caught In The Shade

**Shades Of The Past**

 **Chapter Three: Caught In The Shade**

Out in the plains, a squadron of Royal Guards were escorting a treasury carriage filled with hundreds of Bits (due to be received by the treasury of Dodge Junction, as a result of a recent tax refund) through the plains from Canterlot, with Lieutenant Caboose and Captain Fletcher perched atop the carriage.

"So, how's married life treatin' ya?" Caboose asked, referring to Fletcher's recent marriage to his longtime sweetheart, Dove, the two having recently returned from their honeymoon.

"Wonderfully." Fletcher smiled. "While it's true we were already living together before we were married, there's just something about doing it as husband and wife that makes it feel... complete."

"Oh, I'll bet you've been 'doing it as husband and wife' like crazy, huh?" Caboose snickered.

"We mustn't talk of such matters while we're on duty, Lieutenant." Fletcher chastised him.

"I'm not hearing a 'no'." Caboose smirked.

"Yes, well..." Fletcher blushed. "I will only say that our marital bed has been experiencing... greater strains as of late, and nothing else."

"I knew it." Caboose chuckled. "Me and Daring were the same way right after we got married. We were at it like rabbits. One time, we did it so fiercely, we could barely walk afterwards..."

"What did I just say, Lieutenant?" Fletcher sighed, as the other Guards turned their ears towards the conversation.

"Okay, okay." Caboose shrugged. "No more bed-related talk."

The other Guards turned away, visibly disappointed.

"As for the matter of our marriage, I couldn't be happier." Fletcher grinned. "I feel as if my life is truly perfect. I have everything I need, and I want for nothing else. I'm sure you feel the same way."

"Well, to be honest, I wouldn't mind a couple more days of vacation time." Caboose shrugged. "Especially days when assignments like this happen. This place isn't my favorite in the world..."

"True, but it is quiet, and remote." Fletcher pointed out. "We don't have to worry too much about any bandits or robbers."

"Yeah, I guess so." Caboose admitted. "It may be unbearably hot and dusty out here, but at least there are no nasty surprises..."

Unbeknownst to the Guards, they were being followed by a small horde of masked ponies, pulling a gigantic, armored, cylindrical carriage. Ahead of them was a stallion whose form was covered by a poncho, a wide-brimmed stetson, and bandages wrapped around his face. About the only part of them that could be seen were his eyes, which were a vibrant orange. He raised some binoculars to them, seeing the wagon ahead of them.

"Our target is dead ahead." The stallion declared. "Scirocco, give the word to attack."

"Of course." Scirocco, a bald blue-gray stallion with a black moustache, cold silver eyes, a Cutie Mark of a desert wind, and bronze blades on his left front hoof, nodded gruffly.

Scirocco walked over to the rest of the masked ones.

"Our fearless leader says that now is the time to attack." He declared.

"Oh, yeah!" One of then cheered. "We're gonna nab us a big score!"

"The boss really knows how to pick 'em!" Another grinned.

"This gang'd be nothing without him!" A third declared.

"Yes." Scirocco said sourly. "He's just amazing... Now get into position!"

The horde obeyed.

"Geez, what's gotten into Scirocco's craw?" One stallion asked.

"You know how he is." Another snorted. "Especially when it comes to the boss..."

Back at the wagon, Caboose was commentating on their surroundings.

"How is it you always see cow skulls in the desert, but never the rest of the skeleton?" Caboose wondered. "What, does the rest of the body just dissolve?"

"I'm sure I don't know, Lieutenant." Fletcher rolled his eyes. "One of life's great mysteries, I suppose."

"Yeah, like how they get all the bubbles into bubble wrap." Caboose frowned.

One of the Guards heard the stomping of many hooves.

"Did you hear that?" He called.

"Hear what?" Fletcher turned.

"I'm not sure." The Guard frowned. "Sounds like a tremor, but they don't get those out here."

"Maybe it's Graboids." Caboose suggested. "Freakin' giant worms, with those weird tongues..."

Suddenly, the armored carriage emerged from behind a rock formation, blocking their way.

"Looks like we've got a little action at last." Caboose smiled.

"Stand your ground!" Fletcher ordered.

The air became tense, as a singular stallion appeared on top of the carriage, being none other than the poncho-wearing stallion.

"Who are you, stranger?" Fletcher asked.

"And what's with that shabby poncho?" Caboose snorted. "Somepony call the fashion police..."

"Hello there, armored visitors." The poncho-wearing stallion declared. "I am terribly sorry to inconvenience you... but there's a toll for passing through this area..."

"A toll?" Caboose frowned as he glanced around. "Where? I didn't see a toll booth."

"Oh, it's a different kind of toll." The stallion gave a dark chuckle. "Don't you worry, though, the price isn't much, it's only... oh, say..." He pointed a hoof at the carriage. "Everything you've got in that fancy wagon there."

"So, you're a thief." Fletcher growled, as the other guards cocked their crossbows, readied their bows, and charged their horns. "You're pretty gutsy... not to mention foolish. if you intend on robbing us all by yourself..."

"Oh, but I'm not." The stallion sneered. The rest of the thieves emerged from behind a rock formation. Among their number was Scirocco, a trio of triplet Earth Ponies, a Pegasus stallion with several knives tucked into his wings, a gaunt-looking Unicorn stallion with a length of rope, a Chineighse Earth Pony with a fuzzy hat and long black moustache, and a tall Earth Pony with a prominent gut and a dull-witted smile on his face. "Now, I'm only going to say this once... fork over all those lovely Bits... or else."

"And just who are you supposed to be, buddy boy?" Caboose demanded.

"I go by only one name 'round these parts... I am the Western Shade." The stallion declared. "And these are my Fifty Thieves."

"Shouldn't it be forty?" Caboose asked.

"The name was already taken." The Western Shade cringed. "But alas, we are the Fifty Thieves... and all of you are metal pawns of the overbearing nobles..."

"Kinda harsh, don't you think?" Caboose frowned. "We're just trying to make a living, just like everypony else. Besides, nobles are hard-workers too."

"They are corrupt, complacent fools, lording over the common ponies." The Western Shade growled. "They are relics of a bygone era, and need to be cast aside, once and for all."

"Enough of this nonsense. I'll say this only once: back away, or suffer the consequences." Fletcher declared.

"Sorry, I haven't come all the way out here to leave empty-hooved." The Western Shade declared. "I came for that gold, and I will take it."

"You'll have to go through us first." Fletcher countered.

"Gladly." The Western Shade raised his hooves. "I always like it when my targets put up a fight."

"Let's take 'em." Caboose grinned.

"Boys, let's show them the works!" The Western Shade declared. "ATTACK!"

The battle had begun. The underlings, led by Scirocco, charged for the Guards...

"What a day! What a lovely day!" One thief declared proudly.

"Out here, everything hurts!" A female thief sneered, as she punched one Guard in the face.

As the two sides did battle, Fletcher and Caboose went straight for the Western Shade.

"Taking me on yourselves?" The Western Shade sneered. "Guess you armored toadies are braver than I gave you credit for..."

"You're pretty brave yourself... for wearing that outfit in public!" Caboose shot back.

Caboose threw a punch, but the Western Shade easily dodged it, and retaliated with one of his own.

"Yeow!" Caboose grunted, stumbling backwards.

"My turn!" Fletcher charged in.

"Give it your best shot, Cap." The Western Shade taunted.

Fletcher swung his hooves at his opponent, but even his best blows were dodged by the bandit.

"Pitiful." The Western Shade snorted. "What do they teach you at that fancy Guard boot camp anyway?"

"How to defend the innocent, and defeat criminals!" Fletcher lashed out, finally landing a blow.

The Western Shade stumbled back, his hat slightly askew.

"Not bad." He declared, adjusting his hat. "Guess the warm-up's over..."

The Western Shade, with uncanny speed, rushed over to Fletcher, grabbed him by the neck, and flipped him onto his back.

"Ugh!" Fletcher cringed.

"Remember me?" Caboose leapt back into the fray.

"Unfortunately." The Western Shade retorted. "And remember my poncho?"

The Western Shade suddenly flung the edge of his poncho over Caboose's face.

"Ah! The tackiness! I can't see!" Caboose yelped.

The Western Shade grabbed the poncho and twisted it, flipping Caboose over to Fletcher, who had just gotten back up.

"You okay, Lieutenant?" Fletcher asked.

"My eyes sure aren't." Caboose growled. "So tacky..."

"What's the matter?" The Western Shade taunted them. "Are you high and mighty Royal Guards having trouble with a simple little bandit?"

"We're just getting warmed up!" Fletcher drew his bow.

"That's right!" Caboose pulled out his crossbow. "Try this on for size!"

Fletcher and Caboose both fired, but the Western Shade, showing incredible speed and agility, sidestepped them with ease, the arrow and bolt swhishing through his poncho completely.

"Whoa." Caboose frowned.

"Inconceivable..." Fletcher declared.

The two made to reload... only for the Western Shade to give a evil grin as he slipped his hooves under his poncho and pulled out two hollow metal tubes with wooden handles.

"My turn." He sneered.

"Oh no you don't!" Caboose quickly aimed his crossbow at the Western Shade and fired.

However, as Caboose fired, so did the Western Shade, as two metal spheres discharged from his weapons. The first one obliterated the bolt Caboose had fired, while the second one went on to knock the crossbow out of Caboose's hooves, tearing it apart into the bargain.

"Yeowch!" Caboose yelped, clutching his hooves. "Ow, ow, ow! What voodoo is this?"

"Those are muskets." Fletcher frowned.

"Muskrats?" Caboose frowned.

"No, muskets." Fletcher corrected him. "They are a new kind of weapon, recently invented. From what I can understand, they use explosive powder to fire small metal spheres at the target."

"Wait, you mean like a little cannon?" Caboose gaped.

"Pretty much, yeah." Fletcher nodded.

"Lauren Faust, what will they think of next?!" Caboose gaped. "An artificial horn that fires light beams?"

"But I also know they take time to reload... time this thief won't have!" Fletcher readied another arrow.

"Wanna bet?" The Western Shade reloaded his muskets expertly and quickly.

"Whoa." Caboose gaped.

"Unbelievable." Fletcher gasped.

"You were saying?" The Western Shade sneered. With one shot, he destroyed Fletcher's bow. He then flipped to the side, and shot his quiver, destroying the arrows within.

"Impossible..." Fletcher gaped.

The Western Shade followed with a roundhouse kick, knocking Fletcher back.

"You idiot." The Western Shade sniggered. "You fools always underestimate us lower folk." He then slipped his muskets back into his holsters, underneath his poncho. "You're lucky that I am a honorable stallion who likes to fight on even ground. How about it? Hoof-to-hoof... unless you armored tools don't have the guts?"

"A thief has no honor." Fletcher growled. "And attacking with such great numbers? Who really doesn't have the guts here?"

"Well, none of us are wearing fancy armor." The Western Shade pointed out. "We're brave enough to fight without it. You hide behind your armor, not that's it's much use against us. At the end of the day, what can you possibly do?"

"You'd be surprised." Caboose smiled. "I got a few moves I'd love to introduce you to!"

"Then please, don't keep me waiting." the Western Shade grinned.

"Get a load of this!" Caboose threw a haymaker... which the Western Shade caught, and with a brilliant amount of strength, swung him overheard, sending Caboose flying.

"Oof!" Caboose cringed, as he hit the hard desert floor.

"Next." The Western Shade sneered.

"Why, you..." Fletcher advanced.

Fletcher pulled out some of his best moves, but the Western Shade wasn't even fazed. The masked bandit lashed out with brutal and precise attacks, striking Fletcher in pressure points that ensured maximum pain.

"Take this!" The Western Shade struck Fletcher in one of his leg muscles.

"Ahh!" Fletcher groaned.

"And this!" The Western Shade jabbed him in the side of the neck.

"Ugh!" Fletcher dropped to his knees.

"Hang on, Cap!" Caboose got back up. "I'm coming!"

Meanwhile, Scirocco made sport out of the Guards who challenged him, flinging them around like ragdolls.

"Hah!" Scirocco sneered, as he struck another Guard down. "I thought the Royal Guard might actually provide me a challenge!"

"How's this for a challenge?" A Guard roared, as he and two others charged.

Scirocco smirked. He slashed at the Guards with his hoof blades. At first, it seemed like his attack had accomplished nothing. Then, the Guards' armor and weapons came apart, sliced to ribbons.

"Hilariously pathetic." Scirocco smirked.

As two other Guards approached the Chineighse thief, he karate-chopped a nearby rocky outcrop, which cracked and toppled, forcing the Guards to stop.

"He who hesitates is lost!" The stallion leapt over the rubble. He kicked one, knocking him out, then grabbed the other as he charged, and threw him into the rock face.

The triplets found themselves confronted by a Guard. Undaunted, they leapt on each other shoulders, forming a totem pole.

"That won't help you." The Guard swung his spear at the middle brother, but he effortlessly leapt up, avoiding the swing.

"This is my stop!" The top brother jumped off, slamming onto the Guard's back. "Rough landing, huh, pal?"

The knife-wielding Pegasus was faced with another Guard.

"You won't steal those Bits!" The Guard declared.

"Who said anything about stealing?" The Pegasus asked. "I was thinking of a trade. The Bits... for these!"

The Pegasus flapped his wings, throwing the knives. One knife knocked the spear out of the Guard's hooves, while four others pinned him by the armor to the stone wall behind him.

"Good deal, right?" The Pegasus smirked.

The tall, tubby stallion was charged by a Guard, but used his broad gut to deflect the charge, sending his attacker flying.

"Huh, huh, huh..." The stallion chuckled.

The rope-carrying Unicorn lit up his horn, causing the rope to rise up, and wrap itself around a Guard.

"It's not good to get so tied up in your work." He taunted.

Even two on one, Fletcher and Caboose were not faring so well. The Western Shade danced around them like the wind, easily evading their attacks. All the while, he retaliated with swift and vicious kicks and punches, hitting them both where it hurt most.

"He's too wriggly!" Caboose yelled. "You'd think that tacky poncho would slow him down..."

Fletcher made eye contact with Caboose, silently indicating for a two-pronged assault. Caboose nodded, and they came at The Western Shade from opposite sides. Western Shade leapt up at the last minute, kicking both of them hard in the face.

"Please." The Western Shade sneered. "You armored idiots are so predictable..."

"I'll give you... deductible..." Caboose said, dazed.

"We're not done yet..." Fletcher groaned.

The rest of the Guard were taken down quickly, overwhelmed by sheer numbers.

"Disappointing." Scirocco sneered at a fallen Guard. "Still, maybe I can still have some fun with you..." He lowered his hoof blades at the Guard.

"Scirocco!" The Western Shade yelled. "What do I keep telling you? Job first, fun later!"

"As you command." Scirocco scowled.

"Boys, hitch up the wagon." The Western Shade ordered. "We're leaving!"

"You will not win this day, you underhoofed thief!" Fletcher roared, throwing another punch.

"Just what I'd expect a lackey to say." The Western Shade sneered, as he dodged Fletcher's punch. He then struck back with a punch of his own, knocking Fletcher down.

"Hey, nopony does that to my Captain!" Caboose grabbed the Western Shade from behind.

"Off me!" The Western Shade flipped Caboose onto the ground.

"Again, seriously?" Caboose groaned.

"Zip it." The Western Shade kicked him in the face.

The bandits hooked the wagon up to their carriage, and pulled it away. The Western Shade stood atop it, jeering at the defeated Guards.

"Tell your royal leaders that they need to invest in better flunkies!" He yelled.

"Victory chord!" One of the thieves hefted up a guitar with a flamethrower attachment.

"Absolutely not." The Western Shade scowled. "Why did you even bring that thing along?"

"I never get to use it!" The thief protested.

"Well, too bad." The Western Shade growled. "I'm not risking that thing burning somepony's face off."

"Awww..." The thief pouted.

As they rode off, Fletcher and Caboose drooped onto the ground.

"Great." Caboose sighed. "Just great."

"Celestia is not going to like this." Fletcher bowed his head. "At all..."

A couple of days later, Shine Paladin was visiting Big Red's homestead over in Dodge Junction. The anniversary of the death of his power-hungry uncle, Black Knight Paladin, was nearing, and Sleight had come to pay his respects to his uncle's grave. Though Black had done some terrible things in his quest for power, he was still family, and Shine felt as if he wasn't as evil as he seemed.

This was further made concrete when he spoke with his deceased father and mother's spirits following Nalik Aqqbar-Royale's evil scheme to kill all non-Unicorns, and his father revealed how Black had tried to save him even though he was long gone.

Although his actions greatly contrasted with this knowledge, Shine had a feeling there was more to Black's story than what was seen back at the Crystal Empire not so long ago. A reason for what he did what he did that day back when everything fell apart for him and his father. It pained him that he couldn't ask him himself back at the Garden of Souls, what with being unable to find him. All he knew was that Black wasn't the evil pony everypony had made him out to be...

Unfortunately, not everypony agreed with this. That was to be expected, as Black did almost doom them all and was not very apologetic about it... but what was unexpected was the great opposition to this belief was from none other than Celestia. His wife refused to even entertain the idea, seeing Black as a monster for what he had done to her beloved Equestria.

Again, he did not blame her... but their disagreement on the subject had bred a level of unease between them. As a result, things between the royal husband and wife had gotten somewhat strained as of late, with Celestia barely approving of Shine going to Dodge Junction.

Shine knocked on the door, and Big Red answered.

"Howdy, Shine." Big Red smiled. "What brings ya here?"

"Hey, Red... sorry, it's not a social visit." Shine admitted. "I've come to pay my respects to Black's grave."

Big Red's face fell.

"Yeah... about that." He muttered.

"Red?" Shine frowned.

"Shine, Ah got sumthin' ta tell ya." Big Red declared. "Sumthin' ya ain't gonna like, but ya gotta know."

"What is it, Red?" Shine asked.

"Well, Ah... Ah'm jest gonna come out an' say it." Big Red swallowed hard. "Black's grave is... empty."

"What?" Shine gaped. "But... but how?"

"Ah don't know." Big Red shrugged. "...You see, after we got back from that trip with Discord... what you said about not seeing Black in the afterlife... it really bugged me... bugged me so much that..."

"...Red, what did you do?" Shine asked.

"...Ah dug up Black's grave." Big Red confessed. "I'm sorry."

"...What?! Why would you-" Shine gaped.

"I just had this feelin', Shine." Big Red frowned. "And in the end, mah feelin' wuz right."

"What do you mean by that?!" Shine asked.

"...Ah opened up the coffin, and it wuz empty." Big Red admitted. "Completely empty. No bones. No corpse. Nuthin'."

"What?! Why didn't you tell me this earlier?" Shine asked.

"Ah didn't want ta upset ya." Big Red bowed his head. "After everything that's happened, Ah thought you might not take it too well. But when ya showed up today, Ah knew Ah couldn't keep it from ya any more."

"Show me." Shine said, dismayed. "Show me the grave."

"Of course." Big Red nodded.

Shine followed Big Red to Black's grave, where the empty coffin still resided.

"Who would steal Black's body?" Shine shook his head. "And why?"

"It's a mystery, alright." Big Red shook his head. "Not that many folks even knew he wuz here, and none a' them strike me as grave robbers. Besides..." He gestured to the grave of Black's brother, White Knight. "They left his brother's grave completely intact." He then pointed to the emerald azalea on top of it. "Heck, they even left him a flower."

"Well, we can't just let this go unpunished!" Shine yelled. "Whoever did this has to pay!"

"Whoa there, kiddo." Big Red tried to calm him. "Try ta rein it in."

"Rein it in?" Shine spat. "They dug up my uncle's grave! This is unforgivable!"

"Shine!" Big Red yelled sternly. "Get a hold a' yerself!"

"...Sorry, Red." Shine sighed, getting his temper under control.

"Ah know this wouldn't have bin easy ta hear, but Ah didn't expect ya ta blow yer top quite like that." Big Red mused. "It ain't like ya at all."

"I know." Shine agreed. "It's just... things have been kinda tense between me and Celestia lately."

"Aw, no." Big Red frowned. "Trouble in paradise... what's the hoo-hah?"

"Well, it's all to do with the fact that the anniversary of Black's big attack is coming up." Shine reminded him. "Celestia doesn't like being reminded of what happened back then, what with Black nearly conquering Equestria, and trying to sacrifice Miracle..."

"Understandable." Big Red nodded.

"But lately, she's been so... angry." Shine continued. "Every time Black was brought up, she nearly blew a gasket. It's one thing to loathe Black because of his actions... but as far as she's concerned, Black was pure evil. I keep trying to reason with her, tell her that there's more to him than we know... but she won't listen. We've been having arguments left and right the past couple of months. One was even about me coming down here to pay my respects..."

"All couples fight, kiddo." Big Red told him. "You wouldn't believe some of the quarrels me an' Cherry have had over the years."

"It's more than that." Shine sighed. "Celestia's been getting... distant with me lately. I mean, ever since we visited the sanctuary, she's been spending more time on her own, heading out to deal with royal duties by herself, and even having meals without me... I dunno, Red, I can't shake the feeling that it has to do with my relation to Black..."

"Now that's jest plain kooky talk." Big Red snorted. "Celestia would never hate a pony jest for being related to another..."

"Maybe, maybe not." Shine shrugged. "But it feels like we're starting to grow apart..."

"Ah'm sure that ain't the case." Big Red assured him. "Like ya said, this whole period a' time is dredgin' up some bad memories fer Celestia. Give her some time, and a li'l space, and Ah'm sure you two will be as close as ever 'fore long."

"I hope so." Shine smiled weakly. "Thanks for the advice, Red."

"No prob, kiddo." Big Red grinned.

"And as for this..." Shine frowned. "Better let the Sheriff know that there's a grave robber around."

"Will do." Big Red nodded. "Black had his faults, but he didn't deserve ta have his corpse desecrated like this..."

"No, he didn't." Shine nodded. "Whatever he may have done, he should have been allowed to rest in peace..."

The trip back to Canterlot was an uneasy one, thoughts of what could have happened to Black's body running through Shine's head. As he returned to the castle, he crossed paths with Celestia in the hallway.

"Welcome back, Shine." Celestia said flatly. "How was your... visit?"

She didn't say it, but Shine knew she was still sore over the idea of him visiting Black's grave.

"It went... fine." Shine declared. He didn't want to tell her about Black's grave being empty, fearing she would assume the worst (and he didn't want to press the subject).

"Glad to hear it." Celestia said icily. "Now, we must head to the throne room. We're expecting a visit from Director Everest."

"Who?" Shine asked. "I don't remember hearing that name."

"Elite P. Everest." Celestia clarified, a little annoyed. "He's the director of the Royal Defense Legion, and of the Royal Guard. He's been heading the entire Equestria militant force for years."

"Well, I've never seen this guy before." Shine admitted. "I mean, in all of the Royal Guard functions, I never saw him."

"He's... eccentric." Celestia frowned. "He rarely comes out to Canterlot. I was surprised to receive a letter from him earlier, requesting an audience with us."

"It must be pretty important." Shine mused.

"Perhaps." Celestia shrugged. "He didn't specify matters, though."

"Well, let's not let him arrive to an empty throne room." Shine declared.

"My thoughts exactly." Celestia agreed.

The two headed to the throne room, their marital strife put aside for their royal duties (for the moment). Soon, a broad stallion entered the throne room. He had a pale gray coat with orange eyes, a messy white mane and short goatee beard, and most of his body was shrouded by a uniform cloak with the RDL symbol (the outline of an Alicorn with the intials of the organisation) on the front. There were age lines along his face, but he still looked well for his age. This stallion was Elite Everest.

"Greetings, your majesties." Elite bowed.

"Hello, Elite." Celestia smiled. "It is good to see you again, after so long."

"It is good to see you too, Princess." Elite nodded. "I know we hadn't talked much in a long time. I thank you for granting me a audience."

"But of course." Celestia smirked. "You are the reason that the RDL and Royal Guard are what they are today. If not for you, Equestria would be a far less safer place."

"You flatter me, your highness." Elite smirked, as he turned to Shine. "Oh, this must be your husband I've heard so much about."

"Hello, sir." Shine smiled, as he went up to greet him, shaking his hoof. "Shine Paladin. Pleasure to meet you."

"Paladin, you say?" Elite gave a smile, "As in White Knight Paladin?"

"Why, yes." Shine smiled. "He was my father. You knew him?"

"Oh, yes." Elite nodded. "I visited the base in which he resided, as part of a routine inspection for the Director. Your father had recently joined the RDL and was just a rookie. But despite his inexperience, he had great skill and enthusiasm, and a strong sense of honor. That was a quality I found very admirable. Not even his brother could-"

"Can we please stay on topic?" Celestia said bluntly. "What is it you are here for, Elite?"

"Oh, right..." Elite cleared his throat. "I have come here to speak with you about a matter of great urgency. You see, one of the RDL's generals, General Sherman, suffered a freak accident regarding a tortoise and a faulty grenade, and was forced to take early retirement. As such, we are in need of a replacement. Normally, I would have somepony else do it and I would cover for the missing General, but my time is limited these days."

"Limited how?" Celestia asked.

"Official military business." Elite declared. "I have this task force I'm trying to put together, and so far I'm only up to two guys. It's something I can't put it off, so that's why I came here to see if there's any of the Royal Guards stationed here that you would recommend to take on the position."

"I daresay many of our Guards would be up to the task." Celestia smiled.

"So true." Shine agreed. "There are more than a few who would make a fine General."

"I would presume no less." Elite nodded with a small sigh. "However, I can't just pick anypony. With your help, I would like to set up interviews, so that the perfect candidate may be selected."

"We would be happy to do so." Celestia declared. "The Royal Defense Legion requires only the best to act as General."

"That is the plan, your highness." Elite smiled. "I trust that with your help, we can find the best."

"Of course we can." Shine smiled. "You can count on us."

Just then, a disheveled Fletcher and Caboose entered the throne room. Both seemed rather flushed (no doubt from the heat of the plains), and Caboose was crawling, panting like a dog.

"Captain, Lieutenant, what's the meaning of this?" Celestia asked.

"Sorry to barge in... your majesty..." Caboose panted. "...But we had... a rough... couple of days..." As he was crawling, he realized that Elite was standing in his way. "Hey, old dude, do you mind? I'm tryin' to crawl here..."

"Oh, my apologies." Elite declared pleasantly, as if amused by the pony's odd behavior, stepping aside.

"Thank you." Caboose gave a nod, as he stopped where Elite was. "Oh boy..."

"What's going on?" Shine asked Fletcher. "What happened to you two?"

"Well, I am sorry to inform you... that Dodge Junction won't be getting their tax refund soon." Fletcher cringed. "We were... ambushed."

"Ambushed?" Celestia frowned. "By whom?"

"This pack of bandits. The thirty Thieves." Caboose declared. "Real road warrior types, with this kick-flank carriage. Like in that one movie..."

"What movie?" Shine asked.

"You know. All this desert, post-apocalyptic stuff, ponies in punkish outfits and lousy manestyles, and some guy named Joe who says 'Mediocre'." Caboose urged.

"Ah, like 'Mad Mustang'." Elite added.

"Hey, do you mind? We're talking here." Caboose growled.

"Sorry." Elite apologized politely.

"So, you're saying that they took the money?" Celestia frowned. "All of it?"

"We tried to stop them. Really, we did... but they were just too much for us." Fletcher admitted ashamedly.

"Especially the stallion in charge." Caboose frowned. "He really chapped our hides something good..."

"He defeated you both?" Shine asked. "He must have been quite a fighter."

"He was." Fletcher declared. "Very impressive for a raggedy desert bandit."

"And boy, did he have a problem with royal folks." Caboose frowned. "Spouted out all this stuff about you guys being 'tyrants' and 'outdated', and junk."

"Sounds like he had a real chip on his shoulder." Shine frowned. "Who is this guy, anyway?"

"He calls himself the Western Shade." Fletcher revealed. "And from the way he was talking, it appears he may be a problem in the very near future..."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	4. Soldiers And Thieves

**Shades Of The Past**

 **Chapter Four: Soldiers And Thieves**

Fletcher's words struck a chord with Shine. Something about this 'Western Shade' gave him a bad feeling.

"You really think he could be _this_ much trouble?" He asked.

"I am afraid so, sir." Fletcher nodded with a frown. "I have been hearing rumors about a huge horde of bandits skulking around the desert. I didn't think much of it, given that bandits don't move around in such a huge group, let alone all follow one stallion. But after seeing how powerful and skilled this Western Shade is, I'm starting to think that we might have a big problem on our hooves.

"...Thank you for bringing this to our attention." Celestia declared. "Now, I'm sure you and the Lieutenant need some time to rest and recover."

"You got that right." Caboose groaned, as he was able to bring himself to his hooves. "I've been crawling on my knees through the plains, through gorges, and even onto a boat this week."

"You do know you didn't have to crawl all that time." Fletcher pointed out.

"Well, if I didn't, it would have ruined the dramatic tension at the end of the last chapter." Caboose countered. "You may not want to keep the drama going in this story, but I do."

"Well, one can't fault you for wanting to be different." Elite shrugged.

" And... who are you again?" Caboose frowned. "And why do you keep butting into our conversations?"

"Hold up, Caboose..." Fletcher held up a hoof, as he then glanced at Elite. Suddenly, his eyes widened as recognition and shock overcame him. "Oh my Faust..."

"What?" Caboose asked. "Do you know this old dude?"

"Caboose..." Fletcher turned to Caboose. "This is Elite Price Everest..."

"...Who?" Caboose frowned in confusion.

"Seriously, Caboose?" Fletcher grunted in frustration. "All these years in the Royal Guard, and you do not know..." He gestured to Elite. "The director of the Royal Guard and the Royal Defense Legion, the head of Equestria's two leading militant forces? He is responsible for how the Royal Guard and the RDL is run today!"

"...So... he's very important." Caboose cringed.

"Yes. Very much so." Fletcher nodded.

"Always nice to meet a fan." Elite smiled. "Yes, I am that very same Elite Everest. A pleasure to make your acquaintances."

"Oy... nice to meet you too." Caboose gulped, realizing how he was acting towards the stallion as he shook his hoof. "Sorry about me being a jerk and callin' you 'old dude', sir..."

"That's quite alright, Lieutenant." Elite chuckled. "You two have obviously had a bad couple of days, and trust me, I have been called much worse in my time." He then inclined his head towards the door. "Come. Walk with me."

The three of them exited the throne room together.

"So, what brings you here, sir?" Fletcher asked. "It's not everyday that the head of the RDL and the Royal Guards comes to Canterlot... this isn't some sort of surprise inspection, is it?"

"I hope not." Caboose cringed. "I haven't had a chance to clear out my locker. The stuff in there is not to everypony's taste..."

"It's nothing like that, I assure you." Elite said with a smile. "I am here because the position of General for the RDL has recently opened, and I am looking for the right pony for the job."

"Well, you've come to the right place." Caboose smirked. "We're all pretty awesome around here."

"So I've heard." Elite chuckled.

"A General..." Fletcher said in hushed tones. "Such a position would be an unbelievable honor. Of course, there would be a significant increase in salary to boot. Not that something like matters to me, of course..."

"And you'd get to wear these funny clothes." Caboose added.

"Oh yes, and from what I've heard from others back at HQ, either of you two could be an excellent contender for the position." Elite declared.

"Are you sure, sir?" Caboose frowned. "I mean... we did let that Shade feller take off with a carriage full of money..."

"We didn't let him, Lieutenant." Fletcher growled. "We put up a good fight, remember? Or at least, I did..."

"Oh, don't worry about that." Elite assured. "We all have our off days. And as you two said, they were quite formidable, and no one was killed. All that can be forgiven."

"Thank you, sir." Fletcher smiled, relieved.

"I will be judging from this point onwards though, so I expect you two to try and keep up your professionalism, okay?" Elite declared.

"You can count on us, sir." Caboose smirked.

"Without a doubt." Fletcher smiled.

"Glad to hear it." Elite nodded. "To become a General is a very tasking and arduous trial, but with such a vaunted position comes great respect and honor. I will hold a series of trials for all members of the Royal Guard, beginning in a couple of days time."

"We'll be there, sir." Fletcher smiled.

"Yeah, count me in." Caboose grinned.

"Excellent." Elite smiled. "I daresay one of you will soon prove himself worthy of the position. Now, if you'll excuse me, I have much to get ready, and you need to rest. I want every Guard in tip-top shape for the trials."

"Of course, sir." Fletcher nodded, as he and Caboose saluted.

"Until then." Elite returned the salute.

"Wow... General of the whole buckin' army." Caboose smiled. "I gotta say, coming from a life of crime, that sounds pretty nice."

"You have no idea..." Fletcher beamed. "This could solve an upcoming problem of mine quite nicely..."

The next day, Shine poured over the records detailing the recent heists in the desert. The more he read, the more he didn't like what he saw. It seemed the mysterious Western Shade indeed had a grudge against the royals and the nobles; Half the reports mentioned him ranting about how "oppressive" and "domineering" they were, as well as how they get ahead by 'stepping on others' throats' and that the common ponies needed to "throw off the yoke of their tyranny". Shine was reminded of another stallion who had held on to such a philosophy, and with such vigor. Something he couldn't explain urged him to investigate, to try and locate the Western Shade himself.

The following day, he decided to act on that urge.

"Prepare the Royal Carriage." He told a Pegasus Guard. "I'm taking a little trip."

"And where exactly will you be going?" Celestia asked.

"A little town called Prairieville." Shine revealed. "I've done some checking into the heists made by Western Shade and his gang. They all center around that town."

"Then why not send the Guards?" Celestia suggested.

"You saw what they did to Caboose and Fletcher's group. I doubt it would be much help." Shine frowned. "Besides, they're going to be busy with Elite's tests."

"Yet you want to go after him yourself? Why?" Celestia grimaced.

"I... can't explain it." Shine sighed. "I just have this... feeling. I need to find this guy myself."

"All by yourself?" Celestia frowned. "I think not. I don't want you doing something crazy... or stupid."

"You think I can't take care of this by myself?" Shine frowned.

"Of course not." Celestia countered with a glare. "But all the same, a little back-up won't help. And I know just the stallions..."

To Shine's surprise, Gothic and Blueblood soon joined him at the carriage, Celestia and Miracle right beside them.

"You guys are my back-up?" Shine asked.

"Aunt Celestia thought you could use my superior tracking prowess." Blueblood smirked.

"It'll be like old times." Gothic grinned.

"Sure, why not?" Shine shrugged. "Thanks, cherryblossom."

"Just be careful out there." Celestia urged. "And come back soon."

"I will, don't worry." Shine nodded.

The two shared a loving embrace, their marital strife forgotten for the moment.

"Bring me back a souvenir?" Miracle asked.

"We'll see." Shine chuckled.

"I still don't get why you're doing this." Miracle sighed.

"Neither do I." Shine admitted. "It just feels like the thing to do."

"Hurricane said the same thing that time she tried to eat a dozen chilli peppers in one minute." Miracle smiled wryly. "Didn't work out so well for her..."

"Have some faith in your father, Miracle." Celestia declared. "I'm sure he has a good reason for doing this..." She stifled a grimace, as she gazed at Shine. "Even if he himself doesn't know it."

"Okay, time to go." Shine told his companions.

"Right behind you." Gothic smiled.

"Ah, the hot, dry desert climate." Blueblood sighed. "I can only pray I brought enough moisturiser..."

The trio climbed into the carriage, and were carried off toward their destination.

Meanwhile, the Royal Guard had gathered outside the barracks, awaiting Elite Everest's arrival.

"I can barely believe this is happening." Fletcher told Caboose. "A chance to be a member of the RDL. If I got that position, it would be like a dream come true."

"You really want this job, do you?" Caboose asked.

"Oh, more than anything." Fletcher declared. "Back at the Norhayan Military Academy, I always wanted to be a part of the Royal Defense Legion, serving and protecting the country I love. To stand against our enemies, and defend the innocent."

"Say no more, pal." Caboose smiled. "Tell you what... if it somehow comes down to just me and you... I will see to it that Elite gives you the job."

"Really, Caboose?" Fletcher asked, a bit touched. "I can't possibly ask you to give up such a position for me."

"Hey, for a friend like you, I'd sacrifice anything." Caboose smiled.

"You really would, wouldn't you?" Fletcher smiled. "Thanks, Caboose."

"No problem." Caboose grinned. "I promise, if it's a choice between us, I'll make sure Elite doesn't _have_ one. Just like Slot, that time he had to clean out the attic for swearing in front of mom when we were kids..."

"Oh, I wouldn't go around making promises that I can't keep, Napoleon."

Caboose and Fletcher frowned as they were approached by a dark blue Earth Pony with a dirty blonde mane, sea green eyes, and a Cutie Mark of a Guardspony silhouette saluting. He seemed to be older than both Caboose and Fletcher, his face boasting several age lines, and several gray hairs in his mane.

"Hello, Call." Caboose frowned.

Call Duty was one of the eldest Royal Guards, having served as far back as when Shining Armor was still the Captain, and was one of the Royal Guard's finest... however, he always had this attitude problem, and constantly showed animosity towards the younger Guards, especially Caboose because of his mafia roots, and towards Fletcher, due to the Captain being much younger than him.

"What makes you think you'll get that far, Napoleon?" Call scowled. "The RDL isn't some fancy college that you can weasel your way into, like you did into the Royal Guard. The RDL is a place where colts go to become stallions, and is a place for only _real_ soldiers, not petty crooks who got lucky."

"Easy there, Lieutenant." Fletcher grunted, having to deal with his snark often. "Caboose may not have gotten in by normal means, but I like to think that he has a pretty good shot at this position, even more than some other ponies I could mention."

"Yeah, you keep telling yourself that." Call shot back. "I'm going to be the one to get that spot. And I am not going to let some mafia wierdo or your baby-face get in my way. And I'm sure not going to let this chump beat me."

He was glaring at a light green Unicorn with blue eyes, a brown mane, and a dull-looking sword Cutie Mark. His name was Dull Blade.

Hey, I-I'm not a chump." Dull Blade said weakly. "I'm a Royal Guard, just like you."

"Oh, please. I heard about how during that attack with those bandits, you threw a punch that didn't even phase one of the smaller ones - and then tripped up on a rock. You're a disgrace to the uniform." Call scoffed.

"I... I'm not a disgrace." Dull Blade stuttered.

"Leave the kid alone, doodie." Caboose jeered. "I'm still your superior officer, remember?"

"It's Duty. DU-TY." Call snarled. "And you won't be for long..."

Just then, Elite walked over to them. The Guards all stood at attention.

"Now then." Elite declared. "As you've no doubt heard by now, there is a position open in the RDL for a new General. Such a position comes with prestige, respect, and yes, a hefty paycheck."

Some of the Guards grinned at the last part of the sentence.

"However, that is not why you should be attempting to gain the position." Elite frowned. "A true soldier does not seek glory, or money. A true solider is loyal, brave and selfless. A true soldier risks everything for his comrades and his country. Even his life. The position of General is reserved only for one who not only shows all of these qualities, but goes above and beyond what is expected of them... like so..."

Elite pulled out a grenade as he said this. He pulled the pin, and threw at the Guards' hooves.

"What the buck?!" Call yelped.

"Grenade!" One Guard screamed.

"He's nuts!" Another Guard cried.

"Look out!" Fletcher instinctively pushed his fellow Guards back. "Everypony move!"

"Get back!" Caboose leapt onto the grenade, holding it close.

"Caboose!" Fletcher gasped.

"Tell my wife ands kids I love them!" Caboose cried. "And my brothers too! And tell the Mayor of Ponyville he still owes me money!" He then hugged the grenade tighter. "Goodbye, cruel world!"

Caboose let out one last cry and waited for the end to come... but it didn't. Nothing happened.

"Huh?" Caboose frowned, as he then sat up and held up the grenade. "Why no go boom?"

Elite started applauding.

"Well done, Lieutenant." He smiled.

"It was a dud." Fletcher realised.

"Exactly." Elite nodded. "I wanted to see how you'd all deal with such a situation. Captain, you showed a cool head under pressure, urging your squad to get clear of the blast zone." He turned to Caboose. "But Lieutenant, in trying to take the brunt of it, you showed an uncanny level of courage. Not to mention an entertaining act of noble sacrifice."

"Please." Call muttered under his breath, a bit miffed at being shown up. "The only thing he has an uncanny level of is stupidity..."

"Oh, uh... thanks." Caboose smiled as he stood up, the dud in his hoof. "You want this back?"

"Thank you, Lieutenant." Elite took back the grenade, slipping the pin back in. "That, my friends, was just the first test. There are many more to come. They will test both your physical and your mental limits. A true General must possess a great amount of strength and intelligence to get far in this world. I have no doubt that the perfect candidate will emerge by the end of these tests.."

"Yeah, as in 'me'." Call smirked.

"We will start with the physical tests." Elite declared. "If you'll follow me, I have built an obstacle course that I'm sure will test your limits."

The Guards followed Elite, who lead them to a very daunting course, comprised of water pits, rope swings, a set of rotating bars for them to get past, carriage wheels for them to hop through, and even crossbows loaded with dummy bolts, triggered by movement. It made their regular obstacle course look like a walk in the park.

"That's some course." Fletcher declared.

"Is it an obstacle course, or a death course?" Caboose joked.

"You will each take turns running the obstacle course." Elite declared. "I will not only time you, but gauge your skill and reaction time. Who would like to go first?"

"That'd be me." Call stepped forward. "Call Duty, sir. It's an honor."

"I'm sure it is." Elite said dryly, taking out a stopwatch. "In your own time."

Call raced into the course, nimbly avoiding the obstacles, leaping over the water, climbing the walls, and easily making his way through the rotating bars and crossbow bolts.

"Not bad." Elite mused. "That's quite a time to beat."

"Thank you, sir." Call grinned.

"And beat it we shall." Caboose smirked.

Meanwhile Shine, Gothic and Blueblood, landed outside Prairieville, and, donning some frontier clothes to disguise themselves, entered the town. Shine wore a long brown jacket to disguise his wings, Blueblood a stetson (which Shine had actually gotten him one birthday) to hide his horn, a matching shirt and black leather vest around his midsection. Gothic used a sombrero to hide his own horn, while also wearing a dark blue waistcoat.

"So this is Prairieville." Shine mused. "Nice place. Reminds me of Dodge Junction."

"I still don't get why you're willing to head all the way out here." Gothic frowned.

"And for some lowlife bandit, of all things." Blueblood scoffed.

"I told you, I just have this feeling about him." Shine repeated.

"Are you sure it isn't something else?" Gothic asked.

"Like what?" Shine retorted.

"Well, not to get personal, but I've noticed you and Aunt Celestia having... disagreements of late." Blueblood noted.

"This has nothing to do with that!" Shine growled. "No matter what problems we may or may not have at the moment, I would never abandon Celestia!"

"Easy, pal." Gothic told him.

"Look, this is a completely unrelated matter, okay?" Shine sighed. "At least, I think it is..."

"How exactly can we trust the opinions of somepony who doesn't even know his own reasons for being here?" Blueblood frowned.

"Hey, it wasn't my idea to have you guys come with me." Shine pointed out. "It was Celestia's. She apparently doesn't trust me to do this myself..."

"Maybe we should forget about that for now, and focus on why we're here." Gothic suggested.

"Please, do." Blueblood urged. "The sooner we get to the bottom this Western Shade fellow, the sooner we can leave."

"Okay, you're right." Shine nodded. "We have a job to do."

"And how will we do that again?" Gothic asked.

"It's time to start asking around." Shine declared. "One of these fine townsfolk has got to know something about Western Shade."

The trio split up, asking every citizen they could find. Unfortunately, they had little luck.

"I'm sorry, sir." The owner of the local general store shook his head. "I'm afraid I don't know much about that varmint and his gang of hoodlums."

"The Western Shade?" A mare gasped. "That horrible stallion! I haven't seen him, thank Faust..."

"Even if I did know something, I'd prefer not to get involved." An older stallion declared. "I'd hate to get the Western Shade and his gang angry at me..."

By noon, the royal trio still hadn't gotten any information.

"Okay, slight roadblock." Gothic declared. "Most of these guys either don't know anything, or _do_ know something, but are too scared to tell."

"Wonderful." Blueblood frowned. "I hope you have a plan B in mind, Shine."

"Well..." Shine frowned. As he looked around, hoping something would come to him, he spotted a Pegasus that matched one of the descriptions Fletcher had given of the Western Shade's minions. "There!"

"There?" Gothic frowned.

"That Pegasus fits one of the descriptions Fletcher gave of those thieves." Shine declared. "If we're lucky, he might lead us right to the boss."

"Thank heavens for dumb luck." Blueblood smirked.

"Okay, follow my lead." Shine urged.

They quietly followed after the Pegasus as he walked through town. After a while, he met up with some more of the Western Shade's minions; the large pony, the triplets, the rope-wielding Unicorn, and the Chineighse stallion.

"About time, Flying Daggers." The Unicorn scowled, using his magic to tie and untie knots in his rope. "Where have you been?"

"Just stopped off at the blacksmith to sharpen my knives." Flying Daggers declared.

"Let's head out." The Chineighse stallion declared. "The boss won't like it if we're late."

"No kiddin', Hi-Yah Chop-Suey." The large stallion nodded dumbly.

"That's not my name, Girth Gut." The Chineighse stallion growled.

"Who cares?" The Unicorn scowled. "Let's go!"

"Right behind you, Knots." Flying Daggers nodded.

"C'mon, Spin!" One of the triplets told another.

"You got it, Jump." The other smiled. "Come on, Leap."

"Coming, Spin!" The third one nodded.

"This is perfect." Shine whispered. "All we have to do is follow them, and they'll lead us right to their hideout!"

"But what happens when we do get there?" Gothic asked. "You have thought that far ahead, right?"

"Of course." Shine nodded. "I'm going to give this Western Shade a good talking to."

"Brilliant." Blueblood said sarcastically. "What's next, giving him a timeout?"

"Let's just go." Shine retorted. "Before we lose them."

The royal trio followed the thieves out of town.

Back in Canterlot, the Royal Guard had completed their individual runs through the obstacle course. While Fletcher and Caboose had done as well as- if not better - then Call. But some of the others weren't nearly as lucky. Poor Dull Blade had actually been knocked out by one of the spinning poles, while others had been stymied by some of the other obstacles.

"Well, that was quite a showing." Elite declared, standing before the Guards (some of whom were bruised and exhausted). "I believe I got an adequate showing of your physical prowess for the moment."

"What physical prowess?" Dull Blade sighed, cradling his bruised face. "I totally choked..."

"Now, now, don't be so hard on yourself." Elite consoled the young Guard. "Physical ability is only one part of the equation. You can't always muscle your way out of a problem." He turned to the rest of the Guards. "After lunch, we'll move on to the mental tests."

The Guards began to file out of the courtyard.

"If this little trial was any indication of what's to come, this'll be easier than I thought." Call smirked.

"Don't get too ahead of yourself, Call." Fletcher declared. "This is only the beginning, after all."

"Yeah, and we did pretty good ourselves." Caboose pointed out.

"Just you wait." Call sneered. "That job is mine..."

As the afternoon rolled around, Elite instituted one-on-one hypothetical situations with the Guard members, posing trials of strategy or tactics to them. At Fletcher's offering, he held the questions in the Captain's office. Naturally, Fletcher was first.

"Captain Ulysses, let's say your troops are under attack." Elite posited. "The enemy numbers are greater, and they have you pinned by some caverns. What do you think would be the best strategy?"

"I would have my troops lead the enemy forces into the cave." Fletcher declared. "The caverns would force the opposing troops into a bottleneck, allowing my troops to take them in fewer numbers, thereby negating their advantage."

"Hmm, clever." Elite mused. "Thank you, Captain."

Next came Caboose.

"Lieutenant, your squadron had been suffering defeats and mission failures left and right, and it seems like the outlook of the war you're fighting is very bleak. Morale is at an all-time low, and you have one more battle that will make or break the entire war..." Elite set the premise. "How would you go about rebuilding their morale and assuring them that you are going into your last battle with all you've got?"

"Hmm, that is a toughie..." Caboose pondered. "But I guess I would do for them what I usually do for my fellow mobsters back in Bitaly..."

"Which is?" Elite raised a brow.

"I'd give the troops a rousing song of heroism." Caboose smiled.

"A song?" Elite frowned. In all his time he gave that question, he'd never heard _that_ response.

"Oh, yeah." Caboose nodded. "Nothing like a good song to raise some spirits... observe."

Suddenly, the room went black... when suddenly, a stage was lit up as two Royal Guards stood upon it, hooves on chests as they began singing...

"Equestria..." The two Royal Guards declared, as a guitar strummed. "Equestria..."

Suddenly, Caboose drops in, as colored flames spurt out behind them.

"Equestria!" Caboose sang, as then three other Royal Guards chorused in with him. "Buck yeah!" The guards backed out, as Caboose pumped his hooves. "Comin' again to save the motherbuckin' day, yeah!"

Caboose then pulled out a crossbow, cocking it.

"Equestria!" Caboose sang, as the same three other Royal Guards chorused with him again. "Buck yeah!"

"Freedom is the only way, yeah!" One of the guards from the beginning sang.

A Royal Guard, oddly dressed up in a crude shadow pony outfit, was rolled in, tied up, then Caboose walked towards him and leaned in menacingly.

"Evil-doers, your game is through, because you have to answer to..." Caboose sang as he then pushed the dressed up guard off the stage, as a small explosion occurred. "Equestria!" The three same guards joined him. "Buck yeah!"

He then took center stage, as he slapped his flank.

"So lick my flank and suck on my-" Caboose was about to get onto his hind legs, but Elite cut him off.

"Thank you, Lieutenant." Elite said awkwardly. "That was... very patriotic. I would love to hear the rest of it, but I have to get to the other soldiers..." He then gave a smile. "But I really dig the song though."

"Thank you, sir." Caboose smirked, as he then turned to the other guards, who were joining him on stage, including the one dressed up as the shadow pony. "Take five, guys. I think we nailed it."

Suddenly, Slot came in with a guitar.

"Hey, bro, I'm ready for my guitar solo!" Slot declared.

"Ooh, sorry, bro, Elite had to move on to other things." Caboose cringed.

"Faust dammit! I missed out on a three way massage with Vinyl and Octavia for this?!" Slot snarled as he slammed his guitar on the floor and storm off.

Call entered seconds after.

"How in Equestria did you put all that together in such a short amount of time?" He asked Caboose. "You can't have known what question you would be asked, so how-"

"Call it a talent." Caboose smirked. "Try an' top that, doodie..."

Call snarled as he took the seat by Elite.

"Okay, Sergeant Call Duty." Elite declared. "The enemy stronghold is heavily fortified. A direct assault would be hopeless. What would you do to overcome this?"

"Ooh, a hard one." Call grinned. "First off, I'd have a small group attack the front, drawing the enemy's attention. And while they're keeping the enemy occupied, I'd lead another group in through the back way, and take out the ones inside, before they even knew what was happening. Then, once the outside enemies were worn out from bringing down the first group, I'd lead my group to finish them off."

"Hmm, I see." Elite nodded. "Thank you, Duty."

Call smirked at Fletcher and Caboose as he sauntered outside.

"Don't be surprised if I came away from this with a new title." He jeered. "General Duty. Has a nice ring to it."

"Whatever, General doodie..." Caboose growled. "Man, that guy has a big eggo."

"Ego, Caboose." Fletcher corrected. "And relax. We'll see who comes out on top..."

Meanwhile, the Princes were still following the thieves as they went out into the desert. They reached a small rocky peak, where the thieves stopped. The Princes hid behind a small cliff face.

"What are they doing out here?" Shine wondered.

"I think we're about to find out." Gothic mused.

"Open... salami!" Girth called. Nothing happened.

"What is he doing?" Blueblood whispered.

"Uh... open... seesaw?" Girth frowned. "Open chef salad? Open sassafras?"

"Ugh, how many times do we have to go through this?" Flying Daggers groaned. "It's 'Open Sesame', you idiot!"

At that moment, the cliff wall slid apart, revealing a tunnel to the inside.

"Whoa." Gothic gaped.

"Oh, yeah..." Girth nodded in a derpy tone.

"Try and remember this time!" Daggers snarled.

The thieves entered the passageway, with the wall sliding back into place seconds later.

"This is it." Shine smiled. "The secret hideout of the Western Shade's gang. They led us right to it!"

"Okay... now what?" Blueblood asked.

"Now we get in there, and have a little talk with this 'Western Shade'." Shine grinned.

They walked over to the wall.

"Open Sesame." Shine declared.

The wall slid aside once more.

"Here we go." Gothic declared.

As they entered the cavern, they found a winding path leading to a light source. Heading towards the light, they heard raised voices.

"All I'm saying is that attacking carriages and wagons is small potatoes!" One voice yelled. "We aren't bringing in enough to get by for all fifty of us! We need bigger scores! With our numbers, we could ransack entire towns!"

"And how many innocent bystanders would get hurt in the process?" Another voice retorted.

The royal trio reached the source of the light; another cavern, lit by candles. Inside, Scirocco and the Western Shade (still in his poncho) was revealed to be the ones arguing, while all the other thieves watch them.

"Here we go again with that soft-hearted nonsense of yours." Scirocco snarled. "Ever since you took over, you've been telling the rest of us to 'go easy' on our targets."

"We're thieves, not murderers." The Western Shade retorted. "If we start incurring casualties, it'll draw all sorts of attention to us. As long as the authorities think we're just simple thieves, they'll refrain from sending in the big guns. The last thing we need is something like the RDL knocking at our cliff face and taking us in dead or alive!"

"I say let them come." Scirocco sneered. "Unlike you, I have faith that we can handle anything they throw at us."

"Faith... or arrogance?" The Western Shade shot back. "You've never been much of a thinker, Scirocco."

"I'm so glad we didn't miss this." Knots smirked.

"Yes." The Chineighse stallion nodded. "Scirocco is really ticked."

"Well, maybe your problem is that you think _too_ much!" Scirocco snarled.

"Don't forget, under my leadership, we've had more more successes than ever." The Western Shade pointed out. "Even if the spoils are small, it all adds up in the end. Besides, you don't see the others complaining, do you?"

The other thieves were... divided on the issue. Some nodded in agreement, others frowned, unsure.

"He does have a point." Knots admitted.

"So do my knives." Daggers declared. "Doesn't mean I'd take orders from them."

"We don't get as much fun these days, though." Girth pointed out.

"But the gold!" Jump declared.

"And the gems!" Spin added.

"And various other sparkly things!" Leap grinned.

"But my combat skills are starting to dull these days..." The Chineighse pony admitted,

"Maybe you're just too much of a coward to aim higher." Scirocco sneered at the Western Shade.

"You're one to talk of cowardice." The Western Shade snorted. "You, who would have killed a defenseless stallion for your own amusement."

"If you hadn't stopped me, I would." Scirocco scowled.

"Well, excuse me for taking no pleasure in pointless bloodshed." The Western Shade glared at him. "But the fact remains that I am in charge here. If you don't like my methods, you can leave. The door is right there. Simple as that."

The Western Shade turned away from Scirocco.

"I think there's a third option..." Scirocco growled, raising his hoof blades.

Just as Scirocco was about to strike, Shine, overcome by another strange, unexplained urge, suddenly rushed over and stopped him.

"Hold it right there!" He tackled Scirocco.

"Ugh!" Scirocco groaned, falling to the ground. "Why you little-"

"What the-?" The Western Shade turned around. "Who are you?"

Suddenly, Shine ripped off his disguise, revealing himself.

"I am Prince Shine Paladin!" Shine declared. "And I'd like a word with you, Western Shade of the Fifty Thieves!"

"A royal?" Jump gasped.

"Here?" Spin yelped.

"They've found us!" Leap cried. "Run!"

The thieves panicked, scattering in all directions.

"I'm not running." Scirocco scowled. "I want a piece of this meddling-"

Before he could finish his sentence, Scirocco found himself carried off by a dozen of his fellow thieves, who were fleeing in abject panic.

"Get off of me, you cowards!" He yelled fruitlessly as he was pushed away.

In all the commotion, Shine kept his eyes on the Western Shade, who immediately turned tail and ran. Shine darted right after him. As he ran, he turned to Gothic and Blueblood, silently urging them to get to safety.

"Let's go." Gothic urged.

"What about Shine?" Blueblood asked.

"Trust me, he can take care of himself." Gothic smiled.

Shine chased after the Western Shade.

"Stop!" He called. "I want to talk to you!"

"I have no intention of listening to the nonsense of a royal tyrant like you!" The Western Shade shot back.

"Fine. We'll do this the hard way." Shine leapt into the air, using his wings to divebomb his target.

The pair tumbled into a side cavern.

"You shouldn't have done that." The Western Shade snarled, as he pushed Shine away. "Now you've made me mad!"

The Western Shade pulled a sword out from a hidden scabbard in his poncho.

"Yahh!" He yelled.

"Whoa!" Shine dodged the swinging blade. Spotting a nearby sword on the floor, Shine grabbed it, and began locking blades with the Western Shade.

"Not bad... for a privileged Prince." The Western Shade scowled.

"Hey, I wasn't always royalty." Shine smirked. "I grew up a common pony, just like you."

"Yet you gave it all up to become part of the problem plaguing Equestria." The Western Shade scoffed. "How pathetic."

"At least I'm not a two-Bit crook like you." Shine scowled. "Robbing innocent folk, just to line your own pockets."

"Don't you dare think you know me!" The Western Shade swung again. "You don't know anything!"

"I know my way around a sword, at least." Shine smirked, as he deflected the attack.

"Let's see how long that works for you." The Western Shade sneered.

Shine and the Western Shade continued their battle.

"Hah!" The Western Shade swung at Shine's leg.

"Nice try!" Shine blocked it. "My turn!"

Shine slashed at the Western Shade's side, but his opponent moved like lightning, dodging it.

"I hope that's not your best shot." The Western Shade jeered.

"Oh, I'm just getting started." Shine grinned, as their clash continued.

To the surprise of both, they possessed equal skill and might, with neither able to gain an advantage over the other. Before long, fatigue started to set in.

"You're better than I thought you were." The Western Shade remarked, panting slightly.

"And it looks like you're living up to your rep." Shine admitted, breathing hard. "But you won't win."

"Typical royal arrogance." The Western Shade spat.

"What do you know about royals?" Shine asked.

"I know enough." The Western Shade declared. "That wife of yours, for instance, in one of the most insufferably pious, overly demanding, holier-than-thou control freaks around!"

"You really think that?" Shine asked.

"I notice you're not denying it." The Western Shade pointed out.

"Well, uh..." Shine mumbled. After their recent disagreements, he found himself reluctant to defend Celestia. "I'm not here to talk about my wife! I'm here to talk to you!"

"I prefer to let my sword do the talking!" The Western Shade lunged at him.

"If that's the way you want it..." Shine made to defend himself.

As they continued to fight, Shine cut the front of his opponent's poncho, something silvery glinting behind it.

"Gah!" The Western Shade growled, as he gazed at his poncho,then glared at Shine. "You owe me a new poncho..."

"It was a tacky thing, anyway." Shine shot back.

"Why does everypony keep saying that?" The Western Shade groaned.

"Because it's true." Shine declared. "You may as well have draped a bedsheet over yourself."

"Oh, that's it!" The Western Shade yelled. "No more mister nice guy!"

The Western Shade lashed out with greater fervor. Shine found himself struggling to keep up at first, before regathering his resolve, and matching his foe once again.

"Guess the dreaded Western Shade isn't that tough after all!" He jeered.

"This isn't over yet!" The Western Shade spat.

The silvery object under the Western Shade's poncho, swayed as he moved, hanging from a string of some king. On the next swing of Shine's sword, the blade caught the item and with a tug, dislodged it from the Western Shade's neck, causing it to fall at Shine's hooves.

"What's this?" Shine picked it up.

"Hey, that's mine!" The Western Shade, losing all composure, charged blindly at Shine.

Shine knocked the Western Shade's sword out of his hoof.

"Damn you..." The Western Shade snarled, holding up his hooves.

"What's so important about..." Shine began, holding his opponent at swordpoint, only to trail off as he took a closer look at the metal object.

It was a silver heart-shaped locket, strikingly similar to his own. Overcome with curiosity, he opened it. Inside was a photo of a mare he didn't recognise, standing alongside a stallion he knew all too well: Black Knight Paladin.

"What... what is this?" Shine gaped, mystified. "Why do you have this picture? Why is Black Knight Paladin in it?"

"You know him?" The Western Shade frowned.

"I was about to ask you the same question." Shine replied, holding up the open locket. "Who are these two to you?"

"...Those are my parents." The Western Shade scowled.

"Parents?!" Shine froze in shock. "...Who are you?"

"You really wanna know?" The Western Shade removed his hat, poncho and face wrappings.

As soon as his outfit hit the ground, Shine was dumbfounded.

Underneath was a red-coated Pegasus stallion of about Shine's age, maybe a little older. But the way he looked, it was as if Shine was looking in a mirror. The stallion had a black mane, styled similar to his, albeit shorter, and his wings were as big as Shine's were before his ascension to immortality. However, he could see a lot of Black in him, as his face bore a resemblance to a younger Black Knight, and he had brilliant golden eyes. His Cutie Mark was of a pony-shaped shadow with spread wings and red eyes.

"My name... is Shade Paladin."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	5. Strange Relations

**Shades Of The Past**

 **Chapter Five: Strange Relations**

 _Years ago..._

Black had been in Belle's care for a couple of weeks, and his injuries were healing up nicely. Though one hoof was still in a cast, and his joints were a little sore, he was finally able to move and feed himself of his own accord.

"My, you are a tough one." Belle smiled. "Most stallions wouldn't recover from injuries like yours so quickly."

"Not to brag, but I'm not like most stallions." Black smirked.

"Especially in the modesty department." Belle joked.

"But I never would have been able to recover if it weren't for you." Black admitted. "You were like an angel of mercy in my darkest hour."

"Oh, thanks..." Belle blushed.

"Anyway, now I'm mobile again, I'll like to return the favor." Black smiled. "Anything you need help with, just let me know."

"There's no need for that." Belle shook her head. "I helped because it was the right thing to do, not because I expected you to pay me back..."

"That may be, but I'm going to do it anyway." Black smiled. "Think of it as a way of making us square for the room and board you've given me. So you may as well just tell me now if you've got anything that needs doing around here."

"Well, the schoolhouse's roof needs some fixing..." Belle mused. "But I couldn't ask you to do that. Not when you've still got a bad hoof..."

"I've done much harder deeds with far worse injuries." Black declared. "Besides, I've been going nuts laying around here, with nothing to do. It'll feel good to get out in the fresh air again."

"I don't know..." Belle frowned.

"Come on, Belle." Black urged. "I want to do this for you. Besides, I have to start earning my keep around here."

"Okay." Belle gave in. "Just be careful."

"I'm always careful." Black smirked.

"Somehow, I doubt that..." Belle giggled.

Over the next couple of days, Black worked on the schoolhouse roof, patching it up, while wearing a wide-brimmed hat. He told Belle it was to protect him from the heat, but it's real purpose was to hide his face, in case anypony were to recognise him. Despite his still-bandaged hoof, he finished the job quickly enough.

"Well miss Belle, I'd guarantee this roof for five years." Black smiled. "If there's anything else?"

"Well, the windows won't open." Belle admitted. "And I know the children and I would enjoy a nice breeze."

"Consider it done." Black grinned.

"Not right away, though." Belle smiled. "You should rest up first. Too much exertion could easily undo all the healing your body's done."

"Nonsense." Black smiled. "What this body needs now is to shake off the old cobwebs. Laying around all that time has really dulled my edge. Besides, if I did overexert myself, I'd have my very own nurse Flightengale to take care of me."

"You're awfully sure of that, aren't you?" Belle smiled. "What makes you think I would? After all, last time, it was a matter of life and death."

"I know a compassionate mare when I see one." Black declared. "And you have more compassion than almost anypony I've ever met."

"Oh, thanks..." Belle blushed. "But that's exactly why I don't want you to push yourself too hard. There's nothing I hate more than seeing somepony hurt."

"I wish I could say the same." Black sighed. "But I've done my fair share of hurting, in the name of Equestria. I didn't enjoy it, but I did it anyway, to protect ponies like you."

"I didn't know..." Belle mused.

"That was my choice." Black declared. "Trust me, the less you know about my past, the safer you'll be. I don't want anything or anypony to hurt you, Belle."

"Thank you." Belle hugged him. "You're very sweet."

Black tensed up at the sign affection, a blush tinging his cheeks.

"Thanks..." He said, gently breaking Belle's grip. "Guess I'd better get to work on those windows."

Black went inside the schoolhouse, leaving a smiling Belle behind.

"Thank Faust I stumbled upon him that day..." She sighed happily.

 _The Present..._

Shine stared, aghast, at the stallion standing before him. Shade, understandably, was perturbed.

"What's with you, royal?" Shade growled. "You look like you've seen a ghost."

"I... You..." Shine gaped. "Son... you're Black's son..."

"Yeah, my dad's name is Black Knight. So what? What's he to you?" Shade snarled.

"Shade... I don't know how to say this but..." Shine shook his head, before declaring "You're my cousin."

"Say what?!" Shade frowned. "No way I'm related to you, you class traitor!"

"You do know we share the same last name, don't you?" Shine pointed out.

"A coincidence." Shade snorted.

"Then there's the fact that we look a little alike." Shine declared.

"Big deal." Shade sneered. "So do Changelings."

"And then there's this." Shine pulled out his own locket.

"What the..." Shade frowned, noting the similarity between their lockets, as he gazed at both that locket and his in Shine's other hoof, "Where did you get that?"

"My father gave me this for my eleventh birthday." Shine declared, opening it up to reveal the picture of his own parents. "And if your locket is anything to go by, it seems like Black gave you one just like it."

"Wrong there, bub." Shade growled. "My mother gave it to me when I was a little colt. My father wasn't around at all."

"What do you mean by that?" Shine asked.

"It... it's not important." Shade shrugged. "Besides, this isn't proof. We can't be related!"

"You really think that?" Shine brought his locket closer to Shade. "Look at my father, then at yours. You seriously don't see any similarities between them?"

"I guess there is something there..." Shade muttered. Though White Knight didn't look that much like his brother, there was enough of a resemblence to give him pause.

"Your father was my father's brother." Shine told him. "We are cousins, Shade. There's no question."

"It... It really is true." Shade admitted. "We're... we're..."

"Family." Shine smiled. "I had this weird feeling about you. I didn't know what it was until now."

"That's why you came all the way out here?" Shade asked. "Because of a half-baked hunch?"

"Well, when you say it like it, it sounds stupid." Shine frowned. "So, now that you know we're family now, how about calling a truce?"

"As long as you give me back that locket." Shade glared at him.

"You got it." Shine tossed him the locket.

"...Thanks." Shade said grudgingly.

Outside that cave, the rest of Shade's band were in hiding, previously listening in on their fighting until it went silent.

"It got quiet..." Knots asked.

"You don't think that royal got him, do you?" Girth trembled.

"Of course not." Flying Daggers sneered. "No pampered throne-warmer could possibly get the best of our leader..."

"Please." Scirocco sneered. "He's not invincible, you know..."

At that moment, Shade emerged, flanked by Shine.

"Everypony can come out." He declared. "Things are all just fine."

"Just fine?" Scirocco frowned, as the thieves emerged. "But the royal-"

"We have come to an understanding." Shade announced. "For now..."

"Impressive operation you've got here." Shine declared. "Didn't think even Fifty Thieves needed this many riches..."

"We don't all have royal treasuries to fall back on, pretty boy." The Chineighse stallion retorted.

"Like I said before, you don't know me." Shade sneered. "And you certainly don't know them."

"That's right!" Jump nodded.

"Who are you to judge us?" Leap added.

"You don't know us!" Spin snarled.

"But I'd like to know you, Shade." Shine insisted. "Starting with where all your ill-gotten gains really go."

"...What?" Shade frowned.

"I've looked up all your raids." Shine admitted. "And all this stuff here only amounts to a fraction of what you took. Why is that?"

"Well, a lot of it goes toward maintaining our awesomely huge battle wagon." Girth declared.

"And all our ponchos." Jump smiled.

"And hats!" Leap chipped in.

"And... certain other essentials..." Spin finished.

"Yeah, that doesn't quite account for everything." Shine pointed. "What about the rest?"

"If you ask me, it all went to waste." Scirocco scowled.

"Where did it all go, Shade?" Shine asked.

"You really wanna know?" Shade glared at him. "Fine, follow me." He turned to the others. "We're stepping out for a while. Be back soon."

"But boss, are you sure that's a good idea?" Girth asked.

Shade led Shine out of the hideout. Blueblood and Gothic were right outside.

"Shine, you're okay!" Gothic smiled.

"I knew he would be." Blueblood declared. "And I see you've apprehended one of the fiends!"

"Watch it with the name-calling, pretty boy." Shade growled.

"You are in no position to be talking back, scoundrel." Blueblood shot back.

"Unlike your kind, I can do a lot more than talk." Shade sneered.

"I didn't apprehend anybody." Shine declared, stepping between them. "Guys, I would like you both to meet the Western Shade... also known as Shade Paladin."

"Paladin"? Gothic frowned.

"Why would this ruffian thief have your family name?" Blueblood asked.

"Well, the thing is..." Shine began. "Shade here... is Black's son."

"What?!" Gothic gasped.

"Black's... son?" Blueblood gaped. "Black as in Black Knight? That Black Knight?"

"What's the big deal?" Shade frowned in confusion. "Why are you all acting like this is something major?"

"How is this possible?" Gothic asked, "How could he be Black's son?"

"Not quite sure of that yet." Shine shrugged.

"And what exactly are you doing with him?" Gothic asked. "Weren't you supposed to bring him in?"

"I'd like to see any of you try." Shade growled.

"I'm not taking anypony in yet." Shine replied. "Shade told me that he has a good reason for what he's been doing, and he's going to show me."

"And you believe him?" Blueblood frowned. "What if it's some kind of trick?"

"You royals always think of regular ponies as backstabbing double-dealers, don't you?" Shade growled.

"Okay, easy there." Shine declared. "Guys, I know it sounds crazy, but Shade is family, and I at least owe him the benefit of the doubt."

"Hey, let's not go pulling the family card." Shade growled. "I'm only showing you this so you and your royal family can buck off. That's it."

"Maybe you should watch the language, desert rat." Blueblood snarled.

"Why don't you make me?" Shade retorted. "Unless you're afraid of mussing up your fancy mane."

"Back of, mister." Gothic growled. "Shine may think you're okay, but we don't. So don't push your luck."

"Okay everypony just cool it." Shine declared. "Shade, lead the way."

"Sure." Shade nodded. "Just as long as these two yahoos stay behind me. The farther, the better..."

Gothic and Blueblood followed as Shade led Shine out of the desert.

"A real chip off the old block, huh?" Gothic frowned.

"I certainly hope not." Blueblood shuddered. "For Equestria's sake... I don't think I can handle the stress of a second 'Crystal Sun' incident."

Back in Canterlot, the trials were wrapping up for the day.

"Okay, that was excellent work." Elite announced to the Guards with a proud smirk. "I learned so much about all of you, and I am that much closer to deciding who among you has what it takes to be a General. I will leave you all to retire for the night, and I will take that time to deliberate over which of you are deserving of being a General. Until tomorrow, my friends."

"You heard him." Fletcher declared. "Time to clock off for the day."

"I never clocked on." Caboose shrugged.

The Guards returned to the barracks to change out of their armor.

"The rest of you may as well just give up." Call sneered. "I've got this in the bag."

"It's not over yet, Duty." Fletcher frowned. "And that ego of yours isn't going to help."

"Yeah, you better check yo'self!" Caboose added.

"Just don't act too surprised when Everest announces my name." Call smirked, as he closed his locker. "I just hope you clowns can get along without me..."

"Somehow, we'll manage." Fletcher said dryly.

Caboose and Fletcher departed the castle grounds together.

"So far, so good." Fletcher mused. "I think we may actually have impressed Elite."

"I'm impressed by how well he took all my bat-guano crazy talk." Caboose admitted. "I thought that little song of mine would have him pouring gasoline on himself and lighting it on fire. But no, he took it like a trooper."

"Your... eccentricities are indeed an acquired taste, my friend." Fletcher chuckled. "But Elite Everest is a consummate professional. Nothing rattles him. At least, that's what I've heard..."

"Looks like you heard right." Caboose grinned. "And you know what? I think he's taken a liking to you, pal."

"I can only hope." Fletcher declared. "Getting this position would be wonderful."

"Better you than doodie." Caboose sneered.

"Again with the name-calling?" Fletcher frowned.

"Hey, you know I'm right." Caboose shrugged. "And besides, that's what you get for being named 'Duty'."

"Well..." Fletcher shook his head with a grimace. "...I'll admit, having that callous blowhard take the job would be an unpleasant outcome. But I'm sure it won't happen. Not as long as we're in the running."

"Oh, yeah." Caboose nodded. "Against the two of us, that jerk doesn't stand a chance!"

"Of course he doesn't." Fletcher grinned, as he turned down the path to his own house. "Goodnight, Lieutenant."

"See ya tomorrow, Cap." Caboose waved.

Meanwhile, Shade led the royal trio back to Prairieville. As they walked down the streets, various townsfolk waved and greeted Shade.

"Howdy, Shade!"

"How's it going?"

"Say 'hi' to your ma for me!"

"I'm guessing none of them are aware of your... profession?" Shine asked.

"That _is_ kind of the point of the poncho, hat and face wrappings." Shade snorted. "I don't wear all that stuff to make a fashion statement, you know..."

Soon, they came to a small cottage on the east side.

"Okay, you two stay out here." He told Blueblood and Gothic. "I only agreed to show _him_." He gave a sideways glare at Shine.

"Now see here!" Blueblood scowled. "Who are you to give orders to-"

"Blue, please." Shine interrupted. "It's okay."

"...Fine." Blueblood huffed.

"Good luck, Shine." Gothic frowned.

The two cousins entered the house. It was a modest little home, with some nice furniture and ornaments scattered around.

"Nice place." Shade remarked. "Reminds me a little of where I grew up."

"Yeah, yeah." Shade said bluntly. "If you're done admiring the decor, follow me."

The two made their way upstairs, reaching the second floor, a corridor with several doors before them.

"You wanna know why I rob ponies? Get ready to learn." Shade said flatly.

"Shade, is that you?" A weak voice called from behind one of the doors.

"Yeah, mom." Shade called back. "I'm home."

"Well, don't just stand outside." The voice declared. "Come and let me see you."

Shade opened the door. Inside the room was the mare from the picture in Shade's locket, although older, with a lined face and graying mane. She was laying in bed, a weary but happy smile on her face. Shine saw a "Teacher of the Year" award on her bedside drawer, the name "School Belle" upon it.

"Hi, mom." Shade gave a small smile, as he sat at her bedside.

"Hello, dear." Belle chuckled. "How's your day been?"

"A little more... turbulent than I expected." Shade admitted.

"I hope you're not working yourself too hard." Belle declared.

"Of course not." Shade assured her. "And even if I was, it'd all be worth it to help you."

"Oh, you are sweet." Belle smiled. "You get that from your father, you know..."

Unable to stop himself, Shine let out a snort of derision, causing Belle to notice him for the first time.

"Shade, mind telling me who your friend is?" Belle asked.

"Oh, I'm Shine." Shine declared. "Shade's... new friend."

"Oh, how nice." Belle smiled. "Shade's always been such a sweet boy, but not much of a social flower."

"Mom..." Shade groaned.

"Oh, hush." Belle grinned. "You know it's true."

"You'd be surprised what a... magnetic personality your son has." Shine declared.

"He _is_ a darling, though." Belle smiled. "He's been working two jobs, just to pay for all my medication. I'm not in the best of health right now, you know."

"Well, I wasn't going to say anything..." Shine admitted. "What's wrong, if you don't mind my asking?"

"It's something called Grogar's syndrome." Belle revealed. "It's treatable, but the treatment costs so much. Luckily, I have Shade, doing those jobs of his..."

"Yeah, I've heard they're pretty big 'jobs'..." Shine said under his breath.

"Such a good boy, taking care of your mother." Belle held out her hoof for Shade to take. "I don't know what I'd do without you..."

"And I don't know what I'd do without you." Shade admitted. "You're everything to me, mom. And I'd do anything for you."

"I know you would." Belle beamed. "You're the best son a mare could ask for."

Shine actually felt a tear come to his eye.

"Now, would you like me to fix you some dinner?" Shade asked.

"Actually, I already made myself some." Belle declared. "I ate it about half an hour ago."

"Mom, you know what the doctor said about exerting yourself." Shade frowned.

"Yes, I do." Belle nodded. "He said a little activity is okay in short bursts. I may not be at my best, but I'm not totally helpless."

"Sorry, mom." Shade sighed."I just worry, you know? I don't want anything to happen to you when I'm not there."

"I know." Belle smiled. "And I love you for it."

"Thanks, mom." Shade beamed. "Now, if you'll excuse me, I'll escort Shine out."

"Nice to meet you, Shine." Belle declared.

"You too, ma'am." Shine nodded.

As they headed down the stairs, Shine turned to Shade.

"So that's why you're robbing ponies." He mused. "To pay for your mother's treatments."

"Yeah, that's why." Shade glared, "And don't you dare think about telling her otherwise."

"Hey, you're not the first pony I've met who does bad things for good reasons." Shine noted, his mind thinking of the Napoleons. "You're risking everything to keep her healthy. That's... respectable, at least."

"Yeah, because I need a royal's respect." Shade scowled.

"But you're still breaking the law." Shine frowned.

"Big whoop." Shade rolled his eyes.

"This begs the question of why you are doing this, rather than working those jobs like she thinks you're doing." Shine declared, "Surely it's better than robbing."

"Oh, do you think I'm that stupid?" Shade snarled. "Don't you think if I were able to land two jobs, I wouldn't have to steal for her? Unlike you and your cushy spot as Prince of Equestria, I don't really have shots at jobs that could cover even a fraction of the treatments' costs. At least when I'm stealing, I can always make enough to cover the medical bills."

"At the cost of other ponies' livelihoods." Shine pointed out.

"Actually, I made it a point to only go after rich ponies and royals like you." Shade retorted. "They've got more money than they know what to do with. Losing a little isn't going to hurt. It'll just mean they'll have to go easy on the caviar for a while..."

"And you think that justifies your robberies?" Shine glared. "Stealing is stealing, no matter the target. And it's still wrong."

"Like you could understand." Shade snarled. "You live in a castle, with everything you could possibly desire. You don't know what it means to be denied something you desperately want."

"I wasn't always a royal, remember?" Shine pointed out with an annoyed glare. "I grew up on a cherry farm. Sure, we weren't exactly poor, but we weren't well-off either. Growing up, there were plenty of things I wanted, but never got. But I never resorted to stealing."

"Look, I showed you why I'm doing this. I didn't ask to be judged by you." Shade growled. "Now let's go."

Shine and Shade emerged outside, Blueblood and Gothic still waiting for them.

"Finally." Blueblood sighed, as they headed back down the streets.

"So... what happened back there?" Gothic asked.

"I'm curious to find out myself."

Scirocco emerged from within an alley.

"Scirocco?" Shade frowned. "You followed us?"

"I figured I'd wait on the outskirts of town, and see if you came back." Scirocco declared. "I had to make sure these rotten royals weren't going to try anything."

"Well, we weren't." Shine declared. "And I find it funny you were so concerned, considering what almost happened back at your hideout."

"Hey, I have a temper, that's all." Scirocco shrugged with a false smile. "I've made great strides in resisting it." He then frowned. "I would have stopped myself if you hadn't jumped in. Even if I wasn't able to, Shade could take it. Right, Shadey?"

"I guess there's only one way to find out." Shade said tensely.

"So... where do we go from here?" Blueblood asked. "We came out here so we could deal with the Western Shade..."

"Well, you're not dealing with me." Shade growled. "I showed you my reasons, and now you three can go buck off."

"If you think we're going to let you continue this crime spree, you are sorely mistaken." Gothic glared.

"Like you could stop me." Shade spat.

"Is that a challenge?" Blueblood sneered.

"So what if it is?" Shade smirked. "You think you can stop me?"

"We've stopped better than you." Gothic glared. "Would-be world conquerors, monsters, demons..."

"You want a fight?" Scirocco raised his bladed hoof. "Bring it on."

"Okay, that's enough." Shine declared. "Nopony's fighting anypony. Shade's still my family, after all. And though I don't like his methods, he's doing what he's doing for a good cause."

"Good enough to let him walk away scot-free?" Blueblood frowned.

"Yes." Shine nodded.

"I still say this is a bad idea." Gothic declared.

"Duly noted." Shine nodded. "But for now, we'll just leave them be."

"Then we're done here." Shade shrugged. "Come on, Scirocco. Back to the hideout."

"Are you sure? Seems a waste to leave without at least drawing blood..." Scirocco snarled.

"Now." Shade said firmly, and he turned to leave town.

"...Fine." Scirocco seethed, as he followed Shade's lead.

"Hold on." Shine called after them. "Why don't you come back to Canterlot with us, Shade?"

Shade stopped, soon followed by Scirocco, then turned to face his cousin.

"...What?" Shade said flatly.

"What?!" Blueblood and Gothic echoed.

"Say what now?" Scirocco growled.

"You heard me." Shine declared. "Shade, I just found out that you are my cousin. And like it or not, Shade, that makes you family. And I want you to meet the rest of mine. My sister, Mist, my foster parents, my daughter, all of them."

"Seriously?" Shade snorted. "You expect me to come with you, right into the heart of the infestation that are the nobles?"

"He has a point." Gothic admitted.

"We can't bring this scoundrel back with us!" Blueblood growled.

"For once, I actually agree with these royals." Shade admitted. "Just because our pops were brothers doesn't make us one big happy family. And I know for a fact that I do not want to meet your holier-than-thou wife. I already can't stand that pompous, condescending harlot as it is."

"Come on, Shade, don't be like this." Shine urged. "...I can help you. Both you and your mother. Surely if I explain your problem to Celestia, she can be convinced to give you money for the treatments-"

"Thanks, but no thanks." Shade growled. "I don't need hoofouts from you rich folks."

"You see?" Gothic snorted. "He clearly enjoys thieving. Why else would he pass up a better way?"

"Only you think it's a better way." Shade shot back. "I see it as the grovelling, pleading, spineless way."

"Why you disrespectful-" Blueblood snarled.

"Easy." Shine urged. "Shade, I just want to help you."

"I don't need your help, or your pity." Shade spat.

"You see?" Gothic stepped in. "Ungrateful little-"

"That's not helping, Gothic." Shine growled. "Shade, you know what the right thing to do is."

"Yeah, as in 'not begging your tyrant of a wife for money'." Shade retorted.

"Don't call her that." Shine admonished him.

"If the horseshoe fits..." Shade sneered.

"Um, may I have a quick word with my boss?" Scirocco pulled Shade aside. "We need to talk."

"Us too." Blueblood glared at Shine.

The two cousins were pulled aside, as both sides began whispering harshly.

"Have you gone insane?!" Blueblood growled.

"Actually, I'm thinking clearly." Shine declared. "Shade may be a thief, but he's not the same kind of stallion Black was. And I aim to make sure he never is. I can change him."

"And what do you think Celestia's going to say about the son of the stallion who almost killed her daughter staying with us?" Gothic asked.

"Celestia doesn't have to know who he is." Shine retorted.

"You would lie to your own wife?" Blueblood frowned.

"Not lie, exactly." Shine countered. "I'll just... withhold the truth, until she's ready."

"Yeah, I can't see that backfiring at all." Gothic snorted.

"Look, she's my wife." Shine declared. "I know how to deal with her."

"That's not how it's been looking lately..." Blueblood frowned.

"Cheap shot, Blue." Shine growled.

"It's true, though." Gothic pointed out. "With all that's been happening between you two lately, lying to her may not be the best idea."

"As opposed to just coming out with the truth?" Shine snorted. "Get real. Celestia would have him thrown into the dungeons on the spot!"

Meanwhile, Shade and Scirocco were having their own conversation.

"Can you believe the nerve of that guy?" Shade growled. "One moment he wants to take me in, and the moment he finds out that we're cousins, he's all 'welcome to the family, cuz!'" He let out another stream of spit. "...I spent years trying to get over my dad not being there... and I don't want to deal with somepony bringing him back up. Especially some Prince."

"Now, Shade..." Scirocco tried to soothe him. "I can care less what daddy issues you have. The point is, you're missing out on a golden opportunity."

"Opportunity?" Shade raised a brow.

"Yeah." Scirocco nodded. "Think about it. That fool is offering to let you stay with him at his home: the Canterlot Palace. A castle that has vaults and rooms filled to the brim with treasures and jewels worth millions upon millions of Bits. You can easily make off with some of that loot, right under their noses, and we'll all be set for life."

"...Good point." Shade whispered. "It could be a goldmine..." He then thought to himself _'And I would be able to see to it that mother is taken of...'_

"It will be the biggest score ever." Scirocco smirked.

"Okay, I'll do it." Shade grinned. "After getting to know Princey over there, I think I can easily pull the wool over his eyes."

Meanwhile, Shine was still convincing the others.

"Look, I just know there's good in Shade." Shine declared. "But that good has to be encouraged. If I can show him a better way, he won't end up like Black."

"That's a very risky theory, Shine." Gothic frowned.

"I agree with Gothic." Blueblood nodded. "You could be letting a viper into our midst."

"Come on, guys." Shine urged. "You have to trust me on this. I just feel like this is the right thing to do. If I can show Black's son the right path, it'll redeem Black's own legacy, and my family's darkest moment. I have to try."

"...Very well." Blueblood sighed. "We can bring him back with us. But I don't have to like it."

"I just hope you know what you're doing." Gothic declared.

"Thanks, guys." Shine smiled.

At that moment, Shade walked over to them.

"Shine." Shade declared. "After a little deliberation, I've decided to take you up on your offer."

"Really?" Shine smiled.

"You bet... cuz." Shade nodded. "Just let me put a few affairs in order, then I'll be right along." He turned to Scirocco. "Scirocco, let the guys know I'll be... away for a few days."

"Of course." Scirocco grinned, turning tail and heading back to the hideout.

"Thanks, Shade." Shine smiled. "You won't regret this, trust me."

"Oh, I'm sure I won't." Shade smirked.

Meanwhile, Scirocco was making his way back to the hideout.

"Ohh, what an opportunity." He chuckled to himself. "The greatest heist ever practically lands at our hooves..." He then gave a evil smirk. "And with that softy gone, I will get to lead the boys 'till he gets back. It's brilliant..."

"Well, looks like you're doing pretty well for yourself."

"Thanks..." Scirocco said absent-mindedly. "Wait, who said that? Come out and show yourself!"

"Very well..."

Stepping out from behind a rock, out of the shadows... was none other than Solomon, donning his cloak, but leaving his mask off.

"...Solomon Thunder?" Scirocco gaped. "...Is that you?"

"So nice of you to remember me, old friend." Solomon gave a snide smirk. "Given how... badly the circumstances we parted terms on were."

"Oh..." Scirocco felt a chill on his spine. "You're not still mad about that, are you?

"I have... other things to occupy my mind right now." Solomon declared. "Things more important than a petty grudge."

"That's a relief." Scirocco let out a sigh of relief. "So, how have you been? I hadn't heard from you in ages."

"I've actually been quite busy." Solomon admitted. "New projects and alliances have taken up much of my time. And what of you, old friend?"

"Same old, same old." Scirocco shrugged. "Still stealing and robbing. We've been doing pretty well for ourselves. Shade isn't the ideal leader, but he's gotten us some sweet scores lately."

"I must say, I'm surprised at you, Scirocco." Solomon declared. "Letting a soft-hearted fool like that call all the shots. I never knew you to take orders from somepony like that."

"If you ask me, he's about to earn his keep." Scirocco declared. "He'll infiltrate the castle of the Canterlot royals and make off with some of their treasure. Millions of Bits will soon be on the way. We will be set for life."

"Yes, but only by Shade playing the part of a friendly guest." Solomon sneered. "Is this what the Fifty Thieves have come to since I left? Robbing ponies nicely? I remember a time when that name was feared. When your ruthlessness was dreaded across the desert."

"Those were the days..." Scirocco mused. "I can't even remember the last time I actually killed somepony..."

"And doesn't that infuriate you?" Solomon asked. "Your so-called leader is turning the entire gang soft. What good is untold riches without fear and respect?"

"It's true, you can't put a price on fear." Scirocco nodded. "I never liked Shade's ideas of mercy and restraint in the first place. We are criminals, are we not? We shouldn't have to rob ponies nicely! You know, I wanted things to go back to the ways things were when you were around. That is all I ever truly wanted."

"Well, I can fix that." Solomon smiled darkly, "I believe the time has come for a change. You see, Scirocco, in my absence, I have devised a brilliant plan that will not only bring the Fifty Thieves back to their former glory, but it will help me with settling some unfinished business, and we will all get what we want..." He tilted his head slightly. "Are you interested?"

Scirocco mulled it over, a twisted grin emerging on his face.

"Tell me more..." He smirked.

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	6. The Shade Among Us

**Shades Of The Past**

 **Chapter Six: The Shade Among Us**

Shine, Shade, Blueblood and Gothic returned to Canterlot the next morning.

"So this is the fancy-schmancy Canterlot?" Shade snorted. "How perfectly... upper-class."

"And I suppose hiding out in a dusty old cave is any better?" Blueblood sneered.

"Any day." Shade said proudly.

The carriage landed not far from the castle.

"Hey guys, why don't you two go on ahead?" Shine suggested. "I'll take Shade here down to _Blazin' Blues_. I figure an establishment like that would be right up his alley."

"Fat chance." Shade scowled.

"If you say so, Shine." Gothic nodded.

"If it gets me away from this uncouth lout, I'm all for it." Blueblood declared. "Good luck, my friend..."

Blueblood and Gothic got out of the carriage, and headed toward the castle. Shine led Shade down the streets of Canterlot.

"Ugh, so many privileged snobs." Shade growled, as he scanned the area. "Bet these richies never worked a day in their lives..."

"You'd be surprised, if you just gave them a chance." Shine declared.

"Not in this lifetime." Shade rolled his eyes, "If you've seen the kind of rich ponies I've seen, maybe you'd understand... but probably not."

Shine suppressed a scowl. Shade's attitude was starting to get on this nerves.

 _'Keep it cool, Shine.'_ He told himself. _'Remember why you're doing this. We don't want another Black on our hooves, after all...'_

Shine and Shade reached _Blazin' Blues_.

"Well, whattaya know." Shade mused, as he looked upon the building. "I was expecting marble pillars and silk drapes. You sure this place is meant to be here?"

"Funny." Shine smirked. "Let's just go in. There's some ponies I want you to meet."

"This oughta be fun..." Shade said sarcastically.

As they entered, they found Shine's sister, Mist, Blue Blazes, and their son Tempest within. Business tended to be slow on weekday mornings, so the bar empty. Shine was aware that Mist often took Tempest to visit Blue at work.

"Hey, Shine." Mist smiled. "Welcome back. I heard you'd gone to Prairieville for some reason."

"Shi!" Tempest gurgled.

"Hey, Tempest." Shine grinned, rubbing the little colt's head. "How's my favorite nephew?"

"Who's your friend?" Blue took notice of Shade.

"This is Shade." Shine declared. "We met over in Prairieville."

"Hey." Shade said flatly with a raise of a hoof.

"Well, it's always nice to meet a new friend." Mist smiled as she turned to Shade. "Good to meet you, Shine. I hope you enjoy your visit, and..." She trailed off, finding herself staring at Shade.

"...What? Do I have something on my face?" Shade frowned.

"No... have we met before, by any chance?" Mist squinted her eyes at him. "You just... look familiar."

"Guess I've just got one of those faces..." Shade shrugged.

"Mist, Blue, can I talk to you for a moment?" Shine asked. "In private?"

"Okay." Mist nodded.

"Let me just put up the 'back in five' sign..." Blue mused.

"Would you mind keeping an eye on Tempest for me?" Mist asked Shade.

"I, uh..." Shade blanched. "I'm not really good with foals."

"It'll only be for a minute or two." Shine told him. "Besides, it's not like he's gonna bite..."

"Okay, whatever." Shade frowned. "Just make it quick. I didn't come all the way out here to be a foalsitter..."

Shine, Mist and Blue walked into the storeroom.

"Your friend's a real charmer, isn't he?" Blue snorted.

"Who is he, anyway?" Mist asked. "And why does he seem so familiar?"

"Well, it's like this..." Shine sighed.

Shade was tapping his hooves as he glanced at Tempest. The foal smiled at him.

"Uh.. hey, kid." Shade said awkwardly. "How's your day been? Living in this snobby city not affected you yet?"

Tempest sucked on his hoof.

"Good talk." Shade sighed.

Outside, the sound of a jackhammer roaring into life emerged, some roadworks going in the street. The loud noise upset Tempest. His eyes began to well up with tears.

"Oh no..." Shade cringed. "Please kid, don't..."

Back in the storeroom, Shine had just finished explaining who Shade was, and his relation to Black Knight. Both Mist and Blue were shocked by the revelation.

"Shade is Black's son?!" Mist gaped.

"That warmonger had a son?!" Blue echoed.

"Blue, we agreed we wouldn't call him that." Shine glared. "But yes, Shade is his son, and our cousin."

"But... but... how?" Mist stammered. "How can he be Black's son? It just can't be."

"It is. If you noticed, Shade had a locket just like mine." Shine explained. "And it had a picture of both Black and his mother, a mare named School Belle. I saw it myself."

"Um, I think we're overlooking the fact that Shine's saying that he is the 'Western Shade'!" Blue growled. "You brought not only a son of a psycho, but a plundering thief, into my bar!" Suddenly, his pupils shrank. "And we just let him look after our foal!"

"Hey, cool it!" Shine ordered. "Shade is nothing like Black. And even then, Black would never have stooped as low as hurting a foal. So don't call him a psycho!"

"Shine, do you even know this stallion?" Mist frowned. "To my understanding, you came to find and bring him in, but the moment you find out he's Black's son, you're suddenly trying to be buddies with him..." She gave a deeper frown. "Shine... I know Black's death has been hard on you... but I think you're letting his memory cloud your judgement."

"Except I'm not." Shine insisted. "I know there's a lot of good in Shade. I've seen it."

"Or did you just see what he wanted you to see?" Blue asked. "How do you know he's not playing you right now?"

"Because he's family." Shine insisted.

"Yeah, and so was Black." Mist scowled.

"Look, I know it's risky, but what other choice do I have?" Shine asked. "Having him put in prison wouldn't have made his temperament any better. Reaching out to him, appealing to his better nature, is really the best option."

"If you say so." Mist scoffed. "I'm not so sure."

"Please, just let me try." Shine pleaded. "And don't tell Celestia, either. She can't know about Shade's true identity."

"You want us to lie to her?" Blue frowned.

"Seriously, Shine?" Mist glared at him.

"If Celestia found out, she... she wouldn't take it well at all." Shine declared. "Please, Mist. Blue. Don't tell her. I'm begging you."

"Okay, fine." Mist sighed. "But I still think this is a bad idea."

"Me too." Blue added. "But you sound like you know what you're doing, so I'll keep it zipped too."

"Thanks, guys." Shine smiled.

Suddenly, they heard Tempest crying.

"WAAAAAA!"

"Wait, is that...?" Shine frowned.

"Tempest!" Mist screeched.

"I swear to Faust, Shine, if that bucker's hurt my son..." Blue snarled.

As they rushed back towards the bar, they froze at the sight before them: Shade rocking Tempest in his hooves.

"There, there." Shade soothed Tempest, a warm smile on his face. "It's okay..."

Tempest's cries faded, replacing by happy cooing. And the three's expressions of fear and anger turned to surprise and awe.

"Well, I'll be..." Mist smiled.

"I did not see that coming." Blue admitted.

"...See, I told you." Shine smirked, though he was more relieved than either of them.

At that moment, Shade realised he was being watched. The smile slid off his face, replaced by an awkward grimace.

"Um, wh-what are you all looking at?" He demanded.

"'Not really good with foals', huh?" Shine said smugly.

"I'm not." Shade scowled, his eyes darting. "I had to calm the kid down, or he'd have deafened me with all that crying." He held up Tempest, carrying him to Mist. "Here, take him!"

"If you say so." Mist giggled.

"Beh!" Tempest waved at Shade, who looked away, embarassed.

"Hey Blue, how about a couple of drinks?" Shine asked. "I'm sure Shade here must be thirsty."

"Coming right up." Blue nodded.

"Try not to make them too fancy." Shade sneered. "I'm not some snooty upper-class pony, you know."

"Perish the thought." Blue poured them some cider.

"Regular drinks? In Canterlot?" Shade mused. "What is this place, exactly? A faux dive bar, where richies come to slum it?"

"No, it's just a regular bar where ponies from all walks of life can come and wet their whistles." Blue declared. "We don't discriminate here."

"Guess even a place like Canterlot has it's exceptions..." Shade drank the cider. "Mmm, good stuff. Not exactly the kind you get back home, but it'll do."

"Thanks... I think." Blue gave a unsure smile.

"Speaking of home, I think it's time we went to mine." Shine set down his empty glass.

"Yeah, may as well get this over with..." Shade scowled. As he stood up, he turned to Mist with a nod. "Nice to meet you, Mist."

"You too, I guess..." Mist replied, still a little uneasy.

"Bye!" Tempest waved.

As Shine and Shade left, Blue walked over to Mist.

"So, whattaya think?" He asked. "Can we trust the guy?"

"Maybe..." Mist shrugged. "Guess we'll just have to wait and see..."

Meanwhile, at a nearby cafe, Caboose, Fletcher and Call were waiting at a table, having been summoned her by Elite for some reason.

"Strange place to hold a meeting." Fletcher mused.

"Maybe he wants our opinion on what food's good around here." Caboose mused.

"Yes, I'm sure that's the reason why." Call said sarcastically.

Elite emerged from around a corner.

"Ah, there you are." He smiled. "Right on time, I see."

"Sir!" Fletcher declared, as the three saluted.

"At ease, gentlecolts." Elite smirked, as the trio lowered hooves. "I'm glad you all could make it."

"So, Director, why is it that we're here?" Fletcher asked. "It's not often that anypony is called to have lunch with a legend."

"Please, you flatter me." Elite chuckled. "How about we all sit down and have a nice meal before we get down to the nitty gritty?"

"Works for me." Caboose grinned. "I'm starved!"

"So... you are probably wondering why I had brought you here." Elite took a bite of his quinoa quiche. "Well, I am pleased to inform you three that you are all in the running for the position of new RDL General."

"Really, sir?" Fletcher lit up.

"All three of us?" Call frowned, as he glared at Caboose. "Even this guy?"

"Funny thing, Doodie." Caboose scowled. "I was about to say the same about you."

"Oh yes, Sergeant Duty." Elite nodded. "You three have each exhibited qualities that goes above and beyond what I hoped for when I started the trials. Fletcher has dedication, honor and commitment. You have strength, drive, and experience. And Caboose has heart, creativity... and he just always leaves a smile on my face."

"Aw, shucks." Caboose chuckled.

"Thank you, sir." Call said smugly.

"Praise from you is high praise indeed, sir." Fletcher said humbly. "After all, you are one of the greatest RDL members of all time."

"You flatter me." Elite said modestly. "I'm just a stallion doing his duty."

"But you do it so well." Call grinned.

"Yeah, you're awesome!" Caboose added. "The RDL's lucky to have ya! "

"It's more like we're lucky to have the RDL." Elite smiled. "It all began hundreds of year ago, when Celestia had thought it best to create a new force of militant ponies to protect not only our cities, but our entire country. The Royal Defense Legion has served to defend Equestria and its allies from all sorts of potential threats. Those who served within it were a breed apart. I remember so many magnificent stallions and mares with whom I had the pleasure of fighting alongside."

"Like who?" Caboose asked.

"Oh, too many to count." Elite nodded. "But I fondly remember quite a few. In fact, back when I was General, I had the honor of meeting White Knight Paladin. Now, he was a great soldier. Honor-bound, dutiful, and a rather kick-flank name if I dare say so myself. His family had actually served the army for generations... and of course, there was his brother..." His smile dampened, but it was still a grin. "Black himself was a great squad captain, and he knew how to run a tight ship..."

"You mean before he disgraced what it means to be a soldier?" Call spat contemptuously. "That filth dragged your noble cause through the mud. He tried to kill Celestia herself. And then that monster almost conquered all of Equestria before finally being put down. He was nothing but a vile, heartless demon. It baffles me to think that our prince is related to that scumbag. If it were up to me, Black-"

"Now, hold it right there, Sergeant." Elite cut him off, his gaze piercing through him. "Yes, his actions were not the most desirable for a soldier... or for Equestria. But it does not change the fact that he was a strong, smart, and capable soldier who was fighting for a cause, never mind how twisted it may be, and was willing to sacrifice everything he had to achieve it..." His eyes grew misty, before shaking his head. "Say what you will of Black, but his courage and tenacity is to be respected, even for an extremist such as him."

Call closed his mouth, chastened.

"It's a shame he fell so far, so hard." Elite sighed. "As I said, he was an excellent soldier. In time, perhaps history will look upon him more favorably."

"If only..." Fletcher sighed.

"I kinda feel bad for making the killing blow." Caboose admitted. "Even if I did get this nice, shiny badge of honor for it." He showed off the golden badge.

"You only did what you had to, Lieutenant... and yes, it is quite shiny." Elite nodded.

"So... what about you?" Caboose asked. "What were you like back in the day?"

"I was a lot like your Captain Fletcher." Elite nodded.

"You were, sir?" Fletcher smiled.

"Oh, yes." Elite nodded. "Young, talented, and ready to serve my country. I shot up through the ranks like a rocket. I fought every battle with full force, lead daring raids on enemy strongholds that were considered 'impenetrable', went on solo missions into the very heart of enemy territory, and I never once learned the meaning of the word 'die'... of course, I did have my failures. This little beauty, for example..."

Elite lifted up his cloak and set out his right hoof, revealing it to actually be a prosthetic.

"Whoa." Fletcher frowned.

"Holy crap..." Caboose gaped. "Nice pegleg. Do you moonlight as a pirate, or something?"

"How dare you?!" Call snarled. "Show some respect!"

"Now, now, it's fine, Sargeant Duty." Elite declared. "Trust me, I've been called worse."

"Um... what happened there?" Caboose said nervously, hoping to not offend him any further.

"I had a run-in with a dragon over in Timbucktu." Elite noted. "It was back when I was only a Lieutenant, and still wet behind the ears. I was touring the countryside with my squadron and I foolishly tried to take it on by myself."

"Ooh, I bet that didn't end well." Fletcher cringed.

"I was doing fine for the first ten minutes... until the dragon bit my leg clean off." Elite recalled. "I barely made it back to base, suffering so much pain I almost collapsed. After getting reprimanded, I had this prosthetic put on."

"I'm sorry about that, sir." Fletcher apologised.

"It's really not that bad." Elite shrugged. "I even added a few... additions."

Elite twisted his false hoof one click to the right, as suddenly, a bright silver machete flipped out.

"WHOA!" Caboose jumped off his seat in awe.

The three gazed at Caboose oddly (more of a glare from Call), as Caboose gave a small nervous chuckle.

"Sorry... it's just... it's cool." Caboose murmured.

"That it is, Caboose." Elite smirked, as he waved his machete hoof around. "A couple of guys in the R&D department owed me a favor, so they had the best blade forged right into this hoof. With a simple flick of a hoof, I am not only battle ready..." He then gently placed his machete on his quinoa quiche and began cutting. "I always have something to carve my food with."

"Yeah, I heard about your machete hoof." Call declared. "Is it true that you went back to that dragon and proceed to cut his heart out and ate off a plate... medium rare?"

"What?" Caboose snorted. "Doodie, you know ponies can't eat meat!"

"Caboose, I swear to Faust, it's Duty." Call silently growled, keeping his temper reined in in front of Elite. "I would appreciate it if you didn't call me that in front of the director..."

"I must admit, it is quite humorous..." Elite chuckled... but seeing Duty's glare, he regained poise. "But Caboose is right. What happened was greatly exaggerated. Yes, I did come back to slay that dragon, because I don't let dragons eat my hoof and get away with it. Yes, I did cut it's heart out, while bathing in the blood that spurted out. But no, I did not eat the dragon's heart."

"Oh..." Call said sheepishly, "...You know, I only asked because I also heard that you were part Diamond Dog. I assume that is a rumor too?"

"Well, yes and no." Elite shrugged. "My mother had a really bad run-in with a group of them, and since my father was never really around when my mother was pregnant, ponies connected the dots."

"In a really lousy way." Caboose snorted. "Dummies..."

"It doesn't matter, though." Elite declared. "I know the truth, as do so many others. I never let those rumors interfere with my work."

"If you don't mind my asking sir, what have you been dealing with lately?" Fletcher asked.

"Quite a few problems, as it happens." Elite frowned. "A few militias to wipe out here, a few corrupt dictators to overthrow there... and don't get me started on the terrorists. Everywhere and anywhere the RDL go, there's always this one pony going 'Allahu Akbar!' and something explodes."

"Sounds like a typical Monday night." Caboose mused.

"Well, for the RDL, it never stops." Elite shakes his head. "In fact, there is this one organzation that I personally have been working on trying to find for a while now."

"...The Al Quinoa?" Caboose asked.

"Oh no, me and the boys already took care of them. Even killed Oatsama. Went out with a whimper." Elite shook his head. "No, this group of terrorists has been eluding the RDL and everypony else for a very long time, showing it's face only when doing something big."

"Well, that sounds familiar..." Caboose frowned.

"It does?" Fletcher frowned.

"Not to me." Call sneered.

"Whether or not it sounds familiar, it doesn't change the fact they keep me up at nights, mocking me from afar." Elite scowled. "We managed to apprehend a few of them over the year, but they refused to talk, and all the others we came across either killed themselves or was killed by others."

"Well, I don't know about you, but when I become General, I'll be sure to lend a hoof and get the truth out of those little weasels." Call smirked. "No matter what it takes."

"I'm assuming you mean by force?" Fletcher frowned.

"And why not?" Call sneered. "Sometimes, talk isn't enough. I'm sure the Lieutenant understands that..."

"Not as much as you'd think." Caboose scowled.

"Really?" Call snorted. "The way I heard it, those brothers of yours used force all the time. Heck, your big brother wrote a book all about it."

"I assume you are referring to 'The Napoleons: The Confessions & Revelations Of The Greatest Mafia Family'?" Elite asked.

"Oh, yeah..." Call scoffed. "Spoiler alert, biggest pile of -"

"I really loved that book." Elite smirked. "A real page-turner that was."

"As did I." Fletcher agreed. "I had no idea your family led such interesting lives."

"Well, y'know..." Caboose grinned.

"I even noticed you and your lovely wife were featured in a few chapters." Elite told Fletcher. "I found the story of your initial clash with Caboose quite intriguing. Even more so when the two of you finally reconciled your differences."

"Mostly because of the Lieutenant." Fletcher admitted. "I wouldn't be here today if it weren't for him."

"Hey, just doing the right thing." Caboose grinned. "Besides, it was a great story."

"And what about catching myself and Dove in the barracks together?" Fletcher asked. "Was that a 'great story' too?"

"Please don't remind me." Caboose cringed. "It just slipped out after the party, I didn't expect Grim to actually print it. The horror, the horror... Illuminati..."

"Okay, turning away from the life and times of mobsters..." Call scowled. "As I was saying, if I were in the RDL, I'd use any means necessary to make those fools talk. I'd make it in their best interests to talk, actually..."

"That's enough." Fletcher glared at Call. "The way you're talking, it sounds like you'd be willing to torture prisoners."

"Did I actually use that word?" Call shrugged. "No. So don't go assuming anything, Captain."

"What do you think, Elite?" Caboose asked.

"I know that there are lines that must sometimes be crossed in order to protect our way of life." Elite admitted. "But such a decision must not be taken lightly. Every time you do, you chip away at your own moral core. A true soldier must hold on to his nobility as well as his equinity. Without these qualities, you're no different from the evil we face today."

"Well put, sir." Fletcher smiled.

Call rolled his eyes.

"Thank you, Fletcher." Elite beamed, he finished his sandwich. "Now, let us return to the castle. The trails aren't over yet."

"Not yet, at least." Fletcher smiled, as he stood up and followed Elite.

"Hold on." Caboose stuffed the remaining half of his sandwich into his mouth. "Mmmkay, mmet's guh!"

"Filthy pig." Call muttered under his breath. "Maybe if he didn't talk so much, he'd have more time to eat..."

Meanwhile, Shine led Shade into the palace.

"Ugh, this is even worse than I thought it'd be." Shade sneered. "Snob central. All the money dumped in this place could easily feed a couple dozen towns."

"Just give it a chance, okay?" Shine urged. "I know it feels uncomfortable at first, but you will get used to it."

"Whatever..." Shade snorted.

Shine led Shade into the throne room, where Celestia was seated.

"Ah, you're back." Celestia noted. "Did you find this 'Western Shade'?"

"Afraid not." Shine lied. "He's a slippery one..."

"Just as I thought." Celestia sighed, as she then looked upon Shade. "And who is this? I've never seen him before."

"Right. Celestia, this stallion here is Shade Paladin." Shine declared. Celestia's brows perked at the name Paladin. "...And he is my cousin."

"Cousin?" Celestia blanched. "...I was not aware that you had cousins, Shine."

"You and me both." Shine nodded. "After me and the others failed to find the Western Shade, I bumped into Shade at the local watering hole, and after we got to talking, he told me that his father was a 'very distant' relative of my father."

"I see. And you decided to bring him back here, without even sending word." Celestia said stiffly.

"It was a spur of the moment thing." Shine shrugged.

"Which you seem to be doing a lot of lately." Celestia noted. "Can't say I like this side of you... But I am never one to turn away a guest. Welcome, Shade."

"Yeah, hi." Shade said flatly. "So, what's it like sitting on your fancy throne all day?"

"Shade..." Shine growled.

"To be honest, I don't sit on it that much." Celestia admitted. "There is always so much to do for both Canterlot and Equestria. Even more so when I have to do it alone..." She glared at Shine.

"I should probably show Shade around." Shine frowned, suddenly reminded of part of the reason he left for Prairieville. "He's going to be staying for a couple of days. That's not a problem, is it?"

"Of course not." Celestia declared. "I hope you enjoy your stay, Shade."

"You do, do you?" Shade scowled, clearly not impressed by her attitude toward Shine.

"Of course." Celestia nodded firmly. "We are family, after all, by marriage."

Celestia held out her hoof for Shade to shake. Shade wasn't about to shake a royal's hoof, but a jab from Shine prodded him into it. Reluctantly, he reached out and shook the hoof.

"Hmm..." Celestia mused, gazing upon Shade. "That is a strong hoofshake. I haven't experienced a hoofshake like that in quite some time."

"Whatever you say, your high-and-mightyness..." Shade shrugged.

"Come on, Shade." Shine offered. "I'll show you to the guest rooms."

As the two stallions left, Celestia held up her hoof.

"Quite some time..." She repeated to herself.

Outside, Shine and Shade were walking down the corridors.

"I knew that whole 'loving Princess' story was garbage." Shade sneered. "She even treats her own husband like dirt."

"That's not how she usually acts." Shine countered. "We're just... having some issues at the moment."

"Big surprise." Shade smirked. "You two couldn't be more different if you tried. That hoity-toity royal pain shouldn't be sullying our family name like that..."

"Watch it, pal." Shine glared. "Marital problems or not, she's still my wife, and I won't tolerate you badmouthing her like that."

"Whatever you say, Mr. Celestia." Shade jeered.

"Okay, here's your room." Shine led him into the bedroom. "Just put your stuff anywhere."

Shade placed his saddlebags on a chair. Seconds later, he took in the room.

"Is all this fancy stuff really necessary?" He asked. "Like the throw pillows. They're useless. They're just there to look fancy."

"You can take them off if you want to." Shine pointed out.

"Oh, I want to." Shade sneered, pulling off the pillows. "Ugh, even the sheets are too fancy for me. I'm used to cotton, not silk. It'll feel like I'm trying to sleep on a cloud..."

"You could always sleep on the floor." Shine pointed out.

"I didn't say I wouldn't sleep on the bed." Shade said quickly. "Just that it's way too fancy."

"Now, what say I show you around the rest of the castle?" Shine offered, hoping to change the conversation.

Shade was tempted to say "Not a chance", but he remembered the real reason he was there: To rob them blind. It would only help his mission to know where all the valuables were.

"Sure, why not?" He nodded. "Can't be any worse than this..."

"That's the spirit... kinda." Shine shrugged. "Let's go..."

Over in the courtyard, Elite had stopped on the way to the barracks to observing the Junior Guardsponies, who were performing drills.

"Very impressive." He smiled. "They have clearly been taught well."

"Oh, they were." Caboose nodded. "I always look forward to teaching their class when my turn comes... my daughter is even in the class."

"Oh really?" Elite smirked.

"Oh yeah. In fact, I see Hurricane right now." Caboose pointed to his daughter, wearing the Junior Guardspony outfit, as he began shouting and waving. "HURRI! HURRI!"

Hurricane waved at Caboose. While happy to see him, she was aware of how awkward he was making things.

"Hey, dad!" She called.

"I'm really proud of her." Caboose said giddily.

"Obviously." Elite chuckled, as he turned to Fletcher. "I assume you have been teaching them a lot as well?"

"Oh yes. But you know, being a Captain is very busy work." Fletcher shrugged, "So I often have to take a rain check."

"Yeah, Fletcher has been taking quite a lot of them." Caboose agreed. "It's like every time his turn comes up, he always has a lot of work to do."

"I wouldn't put it like that, Caboose." Fletcher sighed.

"How... unfortunate." Elite gave a sad smile. "Well, I hope you won't be so busy next time. The young ones could stand to learn from a good leader such as yourself. You're already doing a fine job with them."

"You're too kind, sir." Fletcher nodded.

"Yeah, well, while you guys were babysitting the rugrats, the rest of us were doing real Guard work." Call moved ahead of Fletcher and Caboose, getting Elite's attention. "Why, just last week..."

"Jerk." Caboose scowled. "Don't worry, Cap. You're practically a shoo-in."

"I hope so." Fletcher frowned. "I would put such a position to better use than that arrogant fool..."

"You and me both, pal." Caboose nodded.

Inside the castle, Shine was giving Shade the grand tour.

"Jeez, look at this place." Shade looked around. "You could fit nearly all of Prairieville in here..."

"Are you sure they wouldn't hate the fanciness?" Shine smirked.

"Maybe not." Shade shrugged. "But they're happy living the simple life, not surrounded by pointless luxury, and sycophantic servants."

"Boy, you are like a broken record." Shine shook his head.

"Only because I have yet to see anything that could change my mind." Shade retorted.

"Oh, yeah?" Shine asked. "Don't count your chickens before they hatch..."

Shine led Shade outside.

"Now where are we headed?" Shade asked.

"Just the Royal Guards' barracks." Shine smiled.

"Whoa, are you nuts?!" Shade growled. "I'm a wanted criminal, remember?"

"Yeah, but nopony will recognize you without those thrift store reject clothes." Shine sniggered. "Just stick to the story, and you'll be fine."

"Still think it's a bad idea..." Shade groaned, before frowning, "And that poncho makes me look bad-flank."

"It makes you look like a cheap umbrella, you mean." Shine smirked.

"Just because something doesn't have pearls and jewels in the lining, doesn't mean it's not fashionable." Shade insisted.

"Trust me, that thing could have all the pearls and jewels in the world sewn, and it'd still look terrible." Shine declared.

As they entered the courtyard, they saw the Royal Guard continuing the physical portions of their trials, being overseen by Elite.

"You see that?" Shine smiled. "Those are are regular ponies, working hard."

"Yeah, to serve the oppressive monarchy." Shade scowled.

"Still better than stealing." Shine jeered.

"Better to steal than serve those fat cats." Shade scoffed.

Elite turned from observing the Guards.

"Ah, Prince Shine." He smiled. "Good to see you again. I heard you went on a little trip out to Prairieville. How was that?"

"It was... enlightening." Shine smiled. "By the way, this is my cousin, Shade."

"Yeah, hey." Shade raised a hoof.

"Well, aren't you a well-built young stallion?" Elite smiled. "Perhaps you should try out for the Royal Guard."

"No thanks." Shade scowled. "Not my thing."

"That's a pity." Elite shrugged. "You have the look of a powerful warrior about. And I know that look..."

"You sure do." Shine nodded. "So how are things going with the trials?"

"Quite well, I must say." Elite declared. "I have already narrowed down my search to three candidates, but the others all show their own levels of skill and determination."

"I only hope the best Guard wins." Shine declared. "Hate to send the RDL anything but our greatest..."

"Oh, I doubt that would happen." Elite grinned. "There are so many skilled, talented Guards here..."

As Shine and Elite continued talking, Shade quickly grew bored with their conversation.

"Yawn..." Shade snorted. "I don't have to listen this..."

Shade moved closer to the Guards, seeing some practicing hoof-to-hoof combat. He took in all the individual fighting styles, reading and anticipating the Guards' move. Shade had always had an aptitude for combat. He didn't quite understand why, but he didn't question it, as it had served him well over the years.

He was snapped out of his reverie as he heard a loud thud, prompting him to look at the far end of the barracks.

Out of all the guards, Dull had unfortunately ended up with Call for a sparring partner, and Call was giving no quarter.

"Come on!" Call punched him. "You can hit harder than that!"

"O-okay..." Dull swung his hoof, but being badly bruised from the previous beatings Call gave him, he missed.

"Pathetic." Call knocked him down. "You call yourself a Royal Guard? You're a disgrace. Now get back up!"

"S-sorry." Dull began to stand up, only for Call to give him a leg sweep, making him fall over. "Ow!"

'What kind of dirty move was that?' Shade scowled.

"Too slow!" Call chided. "How a weak, clumsy fool like you ever became one of us is beyond me..."

"...I know..." Dull sighed, trying to not show tears. "I'm useless..."

The pitiful scene immediately lit a fire in Shade's soul as he then stepped forward.

"Excuse me." Shade began.

"And who are you?" Call glared. "The barracks are currently closed to civilians."

"I'm just a guest of your Prince, and I couldn't help but notice that your partner is struggling in combat." Shade explained.

"You mean this sorry S.O.B.?" Call spat, glancing down at the fallen Dull. "The kid's a total amateur. Can't even throw a punch."

"Not the words I would use." Shade stifled a scowl, but then adopted a sly smile. "Maybe I can step in for him and show him a few pointers."

"A civilian like you?" Call snorted. "You're kidding, right?"

"I rarely kid, sir." Shade scoffed. "Unless you're afraid some civilian will beat you, I suggest you put your dukes."

"Hmph, very well." Call gave a snide grin. "I guess you can't be any worse than this wimp... You're on."

"Good." Shade smiled as he helped Dull to his hooves. "Watch carefully, now. This oughta be a good show."

"O-okay..." Dull said meekly.

Shade and Call stood face to face.

"Let's see how tough you are..." Call smirked.

"Yeah, let's." Shade nodded.

Call threw a punch, but Shade caught it.

"What the-?" Call frowned.

With a single flip, Shade threw Call onto his back.

"Holy..." Dull gaped.

"Please don't tell me that's your best." Shade sneered.

"Why, you!" Call charged at him.

"Never be too eager to rush your opponent." Shade glanced at Call, seconds before catching Call with a clothesline.

"Ah!" Call yelled, as he fell. He quickly got back up. "I'm going to beat you to..."

Call threw another punch. Shade dodged and grabbed his leg, twisting it back.

"Yargh!" Call screeched.

"Raw power is always necessary to win." Shade told Dull. "Sometimes submission holds are just as good."

Shade twisted Call around to him, then grabbed his other leg, pulling the other behind his back.

"Agh!" Call roared. With a burst of strength, he broke free. "That's it!"

Call charged Shade again. Shade dodged his attacks like the wind.

"Always look out for your enemy's back hooves." He told Dull. "All too often, they'll tell you where the next attack is coming."

"Try and see this coming!" Call yelled, throwing another punch.

Shade dodged the punch, then retaliated with one of his own.

"Always keep a cool head in battle." Shade told Dull. "Lose your temper, and you get sloppy."

"Why, you-" Call lunged at Shade, who dodged, and hit him again.

"Case in point." Shade grinned.

"You miserable little punk!" Call snarled.

Shade avoided another attack, then gave Call a knee to the chest, then an elbow to the back, knocking him down.

"Had enough yet?" Shade smirked.

"Yahhh!" Call lunged at him.

This time, Shade didn't give Call the chance to strike. With the speed of lightning, he punched him in the face, then the stomach.

"Agh!" Call groaned, dropping to his knees.

"He who has the high ground, has the advantage." Shade told Call. "And I aim to use that advantage..."

Shade proceeded to pummel Call, striking every part of him. By the time he was done, Call was covered in bruises.

"Ugh..." Call groaned, before Shade punched him in the face one more time.

"Thus endeth the lesson." Shade smirked with a curtsy, as he turned his back on Call... only to realize the entire barracks was watching, amazed by the fight. "Oh boy..."

"Whoa..." One Guard gasped.

"Incredible." A second smile.

"Well done!" Elite called, apparently having watched the whole thing from afar. "Excellent combat style, my boy. Where did you learn to fight like that?"

"You know... here and there..." Shade shrugged, secretly enjoying the attention. "Things are... pretty rough, down my way. You gotta know how to defend yourself."

"That was really great!" Dull added, smiling brightly, "Thank you for those 'pointers'..."

"You're welcome." Shade smiled. "Glad to help out."

"You..." Call groaned, glaring at Shade with utter hatred, as he struggled to his hooves. "Who the buck do you think you are?"

"Hey now, nopony likes a sore loser." Shade chided him. "Maybe next time, you'll go easy on others."

"Maybe next time, I'll-" Call snarled.

"Train a little harder?" Elite prompted. "You don't want such a humiliation happening again, right?"

"...Yes, sir." Call growled impotently.

"Okay, let's move on." Shine urged, aware that such displays could expose Shade. "It's almost time for dinner, after all..."

"You enjoyed that, didn't you?" Shine smiled. "Putting Call in his place."

"The guy was a jerk." Shade scowled. "He deserved it."

"True." Shine admitted. "But you didn't have to show off so much. You're supposed to be keeping a low profile, remember?"

"Yeah, yeah..." Shade shrugged.

As they left the barracks, they ran into Fletcher and Caboose, who had taken a moment to try and unravel the mystery of the Western Shade.

"Hey, guys." Shine smiled.

"Hey, you're back!" Caboose smiled. "Boy, that was quick!"

"Who's your friend, sire?" Fletcher asked.

"This is Shade." Shine declared. "Distant family of mine, from Prairieville."

"Hey." Shade said flatly, easily recognising the two of them, making him a bit uneasy. "How's it going?"

"We're just trying to unmask this lowdown filthy bandit." Caboose unfurled a "Wanted" poster with the Western Shade's picture on it.

"The Western Shade, huh?" Shade whistled. "Good luck. I've heard he's tough."

"Perhaps, but he will be made to face justice." Fletcher declared. "I guarantee it."

"Yeah. Besides, he was cheating with those silver voodoo muskets of his." Caboose pouted. "The first thing I'm gonna do to him when I find him is slap him right in the face!"

"You really think it'll be that easy?" Shade scoffed.

"He got lucky last time." Caboose snarled. "Next time, I'll show him what's what."

"Somehow, I doubt that." Shade smirked.

"And what makes you so sure?" Fletcher asked. "Do you know the Western Shade, or something?"

"Well, I wouldn't put it quite like that." Shade smirked. "But I know the Western Shade wouldn't go down so easily."

"Okay, let's get going." Shine urged, not liking where the conversation was heading.

"Here's hoping your detective skills aren't as lousy as your fighting skills." Shade muttered under his breath. "You armored toadies..."

Fletcher, possessing excellent hearing, overheard the taunt.

"Wait, what was that?" Fletcher asked.

"Uh... nothing." Shade cringed, painfully aware that he had said much.

"I didn't hear anything." Shine lied.

"He definitely said something." Caboose pointed. "His lips were moving."

"Oh no, I heard you exactly. You said 'armored toadies'." Fletcher glared. "Just like the Western Shade did!"

"Um, so?" Caboose asked.

"Caboose, I believe this Shade is the Western Shade!" Fletcher declared.

"What?!" Shine laughed nervously. "No, of course he isn't..."

"No way." Shade shook his head.

"This guy? Nah, can't be..." Caboose snorted.

"It is, look at the 'wanted' poster!" Fletcher held up the poster, holding it side by side with Shade's face. "They have the same eyes!"

Caboose examined the poster... then Shade... then the poster again.

"Caboose..." Fletcher urged.

"Let me figure it out myself." Caboose retorted. He turned between the poster and Shade constantly. "Hold on... Shade, make a face like a grumpy cat."

"What?" Shade frowned.

"Come on, please?" Caboose urged.

"You shouldn't-" Shine started.

"Eh, why not?" Shade shrugged. "No harm in humoring the loonie..."

Shade put on his best imitation of a grumpy cat, his face contorted in an exaggerated frown.

"Holy buck! That's the Western Shade!" Caboose gasped.

"Yes." Fletcher nodded. "The Western Shade is right in front of us..." He then glared at the two cousins. "But not for long..."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	7. Distrust

**Shades Of The Past**

 **Chapter Seven: Distrust**

 _Flashback..._

Black had been laying low at Prairieville for quite some time. Even after his wounds had fully healed, he felt it was best to stay off the radar. Since no members of the Royal Guard had come by Prairieville, Black surmised that they had considered him dead. That suited him just fine. It would allow him time to plan his next move, and that it would be a complete surprise for all concerned. And Prairieville would be as good as a home base as any.

...At least, that was what Black told himself. Truthfully, he had come to enjoy his life there. Even though he remained in hiding most of the time (just in case), he cherished the time he spent with Belle. He had not felt such a connection with anypony for some time; Her kind, sweet nature was so endearing to him. He had once thought that something such as that would mean nothing to him, but it did, and he couldn't get enough of it.

One morning, he heard her talking about how she loved desert roses, so, donning his face-concealing outfit, he slipped away and picked several of them, his knowledge of desert climates (picked up during his time with the RDL) serving him well.

As he returned, he saw Belle coming back from grocery shopping.

 _'Perfect.'_ He thought, hiding the flowers behind his back.

"There you are, Black." Belle smiled. "Where have you been?"

"Oh, nowhere." Black grinned.

"And what's that behind your back?" Belle asked. "Is it more nothing?"

"Maybe..." Black smirked, shifting his body so Belle couldn't see.

"Fine." Belle played along. "I don't really care, anyway."

"Oh, I think you will." Black countered. He revealed the bouquet.

"Desert roses?" Belle gasped.

"Your favorites, right?" Black chuckled, giving the bouquet to her.

"But... you went all the way out into the desert, just for these?" Belle asked.

"No big deal." Black shrugged. "I have... experience with deserts. Besides, I felt like getting you a present."

"You didn't have to go to so much trouble, though." Belle retorted. "Some chocolates, or a new hat, would have been just as nice."

"But it wouldn't have meant as much." Black smiled. "Besides, after what you've done for me, I figured you deserved only the best."

"Oh, you are a darling gentlecolt." Belle grinned.

"I'm not exactly a big flower fan, but these are pretty nice." Black admitted. "Pretty flowers for a pretty mare, right?"

"My word..." Belle blushed. "You really are pouring on the charm today."

"Tell me I'm wrong." Black smirked. "Just try it."

"I don't think I will." Belle admitted.

"But seriously, you saved my life, and I'll never be able to thank you enough." Black admitted. "So you'd better get used to more gestures like these. Either that, or become less of a nice mare..."

"You really think I'm nice?" Belle asked.

"Are you kidding?" Black grinned. "You're the nicest mare I've ever met!"

"Thank you, Black." Belle kissed Black on the cheek, leaving him momentarily stunned. "This was really sweet of you."

"Yeah, no problem..." Black rubbed his cheek.

"I've got a vase they'll look just darling in." Belle rushed inside.

Black smiled for a moment... then frowned. He quickly sat down as he realized what just happened.

 _'What are you doing, Black?'_ He thought. _'You're getting in too deep, that's what... what would "he" say if he found out his best stallion is chasing after mares? Oh, buck, this is starting to get serious...'_

 _The present..._

Shine and Shade were still frozen in shock, as Fletcher advanced on Shade.

"Shade Paladin, you are under arrest for the robbery of the royal treasury wagon, as well as assault on its Royal Guards!" He growled.

"Just try it, you-" Shade raised his hooves.

"Captain Fletcher... stand down." Shine stepped in between them.

"Your highness, Shade must be turned in to proper authorities." Fletcher protested.

"And we gotta take him in, too." Caboose nodded.

"No, you don't." Shine countered. "In fact, I order you to do nothing to Shade."

"Excuse me?!" Fletcher spluttered.

"Look, I know how this seems, but Shade isn't as bad as you think. He has a reason for those robberies, but if you arrest him now, he will become as bad as you imagine him to be!" Shine explained.

"Oh, like I won't be responsible for my own actions?" Shade scowled indignantly.

"Your highness, my duty is clear." Fletcher declared. "Shade must be arrested. Right, Caboose?"

"Yeah, I guess..." Caboose faltered. "I mean, Shine supporting him can't account for too much, can it? Shine _is_ good at judging ponies..."

"That's besides the point." Fletcher frowned. "We are Royal Guards. We can't simply ignore a criminal in our midst, even under the orders of the Prince!"

"Trust me, Fletcher. I know what I'm doing." Shine declared. "I can help steer him in the right direction... just let Shade be for a couple of days."

"But your highness-" Fletcher frowned.

"Hold up." Caboose pulled Fletcher aside. "Maybe we should let this go."

"What?!" Fletcher gasped. "Have you taken leave of your senses, Lieutenant?"

"Maybe Shine's right." Caboose mused. "Maybe he can turn Shade in the right direction. Shine's a pretty stand up pony."

"But-" Fletcher started.

"Everypony deserves a second chance." Caboose declared. "Heck, you thought I was nothing more than a lucky scumbag criminal and look how I turned out!"

"But unlike you, Shade doesn't have any endearing qualities that I like myself." Fletcher frowned.

"My point still stands." Caboose declared. "Maybe Shade _is_ a scumbag. Maybe he is not. We'll never know unless we give him a fair shake."

"But I still don't think this is a good idea." Fletcher admitted. "I mean, what if anypony finds out we knew about this, and said nothing? If Elite found out, it could cost me my chance at the General position... and it could cost us our jobs."

"Come on." Caboose urged. "It'll all turn out okay. I promise."

"I don't think I can do this." Fletcher frowned. "It goes against everything I believe in."

"Come on, Cap?" Caboose urged. "Can't you just trust Shine's judgment? And mine? Can't you do this as a favor to me?"

"...I suppose you could be right." Fletcher nodded. "After all, your unique way of thinking has done wonders for the Guard..."

"Thanks, pal." Caboose grinned.

"Very well then." Fletcher sighed, turning to Shine. "I'm not happy about it, but I will respect your wishes, sire. I won't arrest Shade."

"Thank you, Captain." Shine smiled. "I know this goes against the grain for you, but I promise, you will not regret your decision."

"I hope so." Fletcher sighed. "For all our sakes... Come along, Caboose."

"Enjoy your stay, Shady." Caboose smiled.

"Yeah, sure." Shade shrugged as the two walked away. "Weirdo..."

"Come on, you." Shine frowned. "Back inside. It's almost time for dinner."

"Guess you were worried for nothing." Shade smirked. "Why'd you even bother with the fake story, when you could just tell your armored goons not to arrest me?"

"And tarnish the royal family's reputation?" Shine asked. "Why don't I just jump into bed with a dozen prostitutes?"

"If you ask me, their rep deserves to be tarnished." Shade scowled.

"Don't start that again." Shine rolled his eyes. "Honestly, it's getting old."

"So's living under a monarchy." Shade shot back.

"Let's just get inside, before you do something else that threatens to ruin everything." Shine scowled.

"Whatever." Shade scoffed.

As they went back inside the castle, they crossed paths with Miracle, who had just returned from a day out with Constell.

"Hi, dad." Miracle smiled. "Who's your friend?"

"Miracle, this is Shade Paladin, my distant cousin." Shine revealed. "I met him over at Prairieville."

"Really?" Miracle frowned. "I thought I knew all our family members."

"So did I..." Shine muttered.

"So, you're Shine's daughter?" Shade asked. "And... Celestia's?"

"Yeah, I am." Miracle nodded. She then glanced at Shade. "Which side of the family are you from, by the way? You look kind of familiar to me."

"I get that a lot." Shade shrugged. "So... you're an Alice-corn, or whatever it is they call it?"

"...Yeah." Miracle nodded. "That's not a problem, is it?"

"Not really." Shade shrugged. "Just seems like over-indulgence, if you ask me. Earth Pony, Pegasus, Unicorn... just pick one, okay?"

"Like I have a choice..." Miracle frowned.

"Of course not." Shade agreed. "You can't help the way you're born. Or the intermingling of royal and common blood in your system..."

"Okay, we're going to get ready for dinner now." Shine declared. "Come on, Shade."

"Yeah, sure." Shade shrugged. "Nice meeting ya, kid."

"Yeah, you too." Miracle said awkwardly. "Nice and weird..."

A short while later, Shine and Shade joined the royal family for dinner. However, to their surprise, Elite had joined them.

"Elite?" Shine frowned. "What are you doing here?"

"Celestia invited me to join you all for dinner." Elite smiled. "It's not my usual thing, eating royal food, but I'm always ready to try new things."

"Great..." Shade snorted.

"So, this is Shine's cousin?" Luna asked.

"Yeah, that's him..." Gothic frowned.

"Good to meet you, Shade." Constell declared.

"Uh-huh, yeah." Shade said listlessly.

"He seems... nice." Dusty declared.

"Remind me to talk you about your character judgment sometime, my dear..." Blueblood said under his breath.

"Pretty nice spread." Shade admitted, looking at the food on the table.

"Our chefs will be happy to hear that." Luna smiled.

"Nice to see you again, by the way." Elite told Shade. "You proved quite the fighter back at the training grounds."

"Thanks." Shade shrugged.

"Have you ever thought of trying out for the Royal Guard?" Elite asked. "I know they could use a tenacious stallion like you."

"Sorry, but it's not really my thing." Shade shrugged. "No offense, but being an armored enforcer just isn't my cup of fancy, imported tea."

"A pity." Elite sighed. "Still, to each his own, I suppose..."

"No offense to Shade, but I don't really think he's Royal Guard material myself." Gothic declared.

"None taken." Shade smirked. "In fact, I'd call that a compliment."

"So... you said you met Shade while you were out in Prairieville?" Celestia asked Shine.

"Oh, yes." Shine nodded. "Blueblood, Gothic and I were out on the trail of the Western Shade. But the guy's a slippery devil. He managed to hide from us completely. So we went back to Prairieville to catch our breath. While there, I bumped into Shade at the local tavern. I didn't think much of our meeting at first, until I realised he had a necklace just like mine. We got to talking about that, and that's when we found out we were cousins."

"Kind of a surprise all around, to be honest." Shade declared. "Didn't really know I had much in the way of family."

"I decided to bring Shade back with me, so he could get to know my side of the family." Shine smiled.

"Which is working out great so far..." Gothic said under his breath.

"So, you're from out in the sticks, like Shine was?" Vito asked Shade.

"Seriously, V?" Pureblood frowned. "Just because Prairieville isn't some big city like Canterlot, doesn't mean it's a hovel or something."

"I didn't mean anything by it, jeez..." Vito scowled. "I'm sure Prairieville's a nice place to live. At least as nice as Dodge Junction."

"Good to know these kids have their heads on straight." Shade admitted. "I was kinda expecting them to be all high-and-mighty and full of themselves."

"In that case, we're happy to disappoint you." Blueblood retorted.

"Yeah, well, considering their lineage, I had good reason to think that way." Shade smirked.

"And what of your lineage, Shade?" Celestia asked, her eyes narrowed. "No bad apples in the family tree, I trust?"

"Well, that depends on what you think 'bad apples' means for ponies like you." Shade growled. "If it means 'regular, hard-working folks that royals walk all over', then yes."

"I didn't mean any offense, Shade." Celestia frowned. "There's just... something about your appearance that brings up an odd feeling in me."

"Let me guess, is it nausea?" Shade scowled. "Common ponies make you sick, is that it?"

"I didn't say that." Celestia said coldly.

"Probably thinking it, though." Shade snorted.

"Nice attitude." Constell scowled. "Definitely didn't get that from Shine's side of the family..."

"And just what is it you have against royalty?" Luna asked.

"Oh, not much." Shade shrugged. "Just the fact that you're always lording over the common ponies, trying to tell us how to live our lives, looking down on us from your ivory towers, all while the lower class and the out-of-sorts struggle to survive. You know, that sort of thing."

"What cheek!" Blueblood frowned. "I'll have you know, our towers are made of marble!"

"We're not all like that, you know." Miracle pointed out. "A lot of us help make things better for the poor and hungry, and build new homes for our subjects, and even hold charity balls for the needy..."

"Well, some of you have common pony blood in you, so you're not a total loss." Shade admitted. "But those Alice-corns aren't like you. Think they're so much better, just because they have wings and horns..."

"And you're talking from personal experience, are you?" Celestia asked. "Have you ever actually met a royal before?"

"Well... no." Shade frowned. "But I have heard and seen enough-"

"There you go, then." Celestia smiled triumphantly. "Don't judge ponies before you get to know them."

"Yes, unfounded prejudice can be an awful thing." Elite noted. "A lot of wars have been started over such things."

"Good point, Elite." Shine smiled. "Let's just enjoy our dinner."

"But-" Shade started.

"Unless you have an effective argument to follow up with?" Celestia smirked.

"...Forget it." Shade growled in frustration.

For the next few minutes, everypony dug in to their dinner. Shade had been sufficiently cowed by Celestia's resort, but that didn't affect his appetite.

"Liking the food, are we?" Shine grinned.

"I'll admit, it's pretty good." Shade shrugged. "Better than what we have in Prairieville, anyway..."

"So there's one thing about the royal life you can appreciate?" Shine prodded.

"Guess so. I just hope there's enough dessert to go around." Shade smirked. "I've heard Celestia can be a real cake hog..."

"And where exactly did you hear that from?" Celestia asked, her cheeks turning pink.

"Funny story." Shade smiled. "This newspaper back home does all kinds of political cartoons, and more than a few are about you. All sorts of little jabs, like your... sweet tooth. Honestly, it's my favorite read. Always good for a chuckle..."

"Well, whoever writes those cartoons is grossly misinformed." Celestia said curtly.

"We'll see." Shade grinned. "You'd better hope we don't have cake for dessert..."

Elite actually sniggered at that remark.

"My, what a wit." He smirked.

"You make it sound like I have a problem." Celestia growled.

"'Sound like'?" Shade snorted. "I'm surprised you've managed to keep that figure all these years. Do you Alice-corns just have a fast metabolism, or do you puke up everything you eat so you stay perfectly thin, like those skinny supermodels?"

"How dare you?!" Celestia roared. "You disrespectful little-!"

"Lauren Faust, lady, take a joke!" Shade scowled.

"Okay, let's try to cool off!" Shine urged. "Shade, can I talk to you for a second?"

"Sister, may I have a word?" Luna suddenly stood up.

Shine led Shade away, with Luna doing the same with Celestia.

"What were you thinking?" Shine growled.

"I was thinking her royal highness needed to be taken down a peg." Shade sneered. "That little beyotch thinks she can get the last word on me... she's sorely mistaken."

"You insulted my wife, Shade." Shine glared at him. "You're lucky I don't give you a piece of my mind... or my hooves."

"She was asking for it." Shade sneered. "Embarrassing me like that..."

"I'm disappointed, Shade." Shine frowned. "I didn't think you'd be so petty."

"Whatever." Shade spat. "I told you this was a bad idea."

"Well, you're not making any effort, now are you?" Shine growled.

"Hey, it's not my fault that all these royals rub me the wrong way." Shade pouted.

"For Faust's sake, these royals aren't as bad as you think." Shine sighed, exasperated. "And I want you to try and give them a chance. They are my family, and so are you. So start acting like it!"

Shade's pout faltered. Something about the pained expression on Shine's face made him feel guilty. Shine was family after all, and he had vouched for him to Caboose and Fletcher. Few ponies had supported him like that before, and Shade hadn't done much to repay him...

"Okay, I'm sorry." He sighed. "I just... got carried away."

"Look, just try and reign it in, will you?" Shine declared. "We may not be stuck up and unforgiving, but we still have limits. Keep this up, and Celestia might just kick you out of the castle... by force. Do you want that?"

"...No..." Shade frowned, remembering his hidden objective once more.

"Then I suggest you keep quiet during the rest of this dinner." Shine retorted. "Can you do me that service?"

"Of course... cuz." Shade shrugged.

"Good." Shine said firmly. "Now let's get back in there."

Meanwhile, Celestia was still outraged.

"That insolent, mocking-!" Celestia snarled.

"Calm yourself, sister." Luna urged. "Despite his attitude, he is still our guest."

"One of the most ungrateful guests I've ever seen!" Celestia roared. "How dare he call me a... 'cake hog'!"

"Why does it matter so much to you?" Luna asked. "Those political cartoons have always been prattling on about your cake eating habits and even showed you being fat hundreds of times, yet you never once bat a eye to it. But now, Shade brings it up, and you lose it."

"It's not the statement or the press, it's the pony who said it." Celestia snarled. "That... Shade."

"Why are you so against him, sister?" Luna asked. "It seems like the moment you met him, you have been rather harsh wit him."

"It's hard to explain... it's just... I can sense something within him." Celestia confessed. "This... darkness..." She then scowled. "A darkness which Shine seems blind to."

"Oh, is that really what this is about? Shade being an abrasive little rat... or about your ongoing bouts with Shine?" Luna frowned.

"I don't want to talk about that right now." Celestia said irritably.

"For Faust's sake, Celestia." Luna frowned. "It's bad enough that we have to see you and Shine fight, but now you are taking it out on everypony associated with him."

"I am not!" Celestia growled. "Shade himself is one of the most callous stallions I have ever met. Blueblood didn't even come close to making me this exasperated back in the old days!"

"That he may be, this still doesn't change the fact that this whole thing about Black between you and Shine is starting to become more serious." Luna said with concern.

"I don't know what to say, Luna." Celestia sighed in frustration. "In spite of all the things Black did, Shine is not moving a single inch on the issue. I am beginning to think he doesn't even care what Black had almost done to this family."

"Stop it, Celestia." Luna glared. "You realized that by acting this way, you're hurting Shine. You think he enjoys standing against you?"

"I... I'm really not sure right now." Celestia sighed. "Don't get me wrong, Shine is still the kind, handsome, honorable stallion I fell in love with all those years ago. But something's different between us right now, something that has us at each others' throats. I just don't know what it is..."

"Well, I suggest you figure it out, and soon." Luna growled. "It's bad enough for me and Blueblood to see you two fight, but I can't imagine how Miracle will feel, seeing her parents like this."

"She wouldn't like it." Celestia admitted guiltily. "Not at all..."

"Look, let's just try and focus on trying to make nice with Shade, okay?" Luna soothed her.

"I can't help how I feel, Luna." Celestia said bluntly. "I just don't like him."

"Like him or not, he is technically family." Luna pointed out. "And for Shine's sake, you should at least try to be civil while he's here."

"You're right, little sister." Celestia sighed.

"I know I am." Luna nodded.

"I'll certainly _try_ to tolerate Shade." Celestia nodded. "But I'm not promising anything."

"That'll have to do." Luna shrugged. "Come on, let's get back for dessert."

"Of course." Celestia nodded. "Though I doubt I'll be able to enjoy as much this evening."

Shine, Shade, Celestia and Luna returned to the dinner table, where rich chocolate eclairs were being served. Neither Celestia nor Shade looked at each other for the rest of the meal. Once Shade had eaten one or two eclairs, he got up.

"I'm full." He said flatly. "All this richie food is really filling... Think I'll turn in for the night."

"I've had my fill, too." Shine stood up also.

Shine followed Shade out of the dinning room.

"Is this how it's going to be?" Shade asked. "You gonna follow me everywhere?"

"No." Shine admitted. "I just want to make sure what I said before has sunk in."

"Like a lead anchor." Shade sighed, as he reached his guest room. "Now, please let me get some shut-eye. It's been a long day, you know."

"Oh, I do." Shine sighed. "Sleep well, cousin."

"Yeah, you too, I guess..." Shade shrugged as he closed the door.

Shine looked around. He saw Caboose and Fletcher.

"Hey, guys." He called them over. "Shade will be staying in this guest room for the duration of his visit. Do me a favor and... keep an eye on the door, okay?"

"With pleasure, sir." Fletcher nodded. "Glad to see you haven't completely taken leave of your senses..."

"You can count on us, your high-up-ness." Caboose saluted.

"Good to know..." Shine nodded.

Unbeknownst to Shine, Shade had overheard the orders from inside the room.

 _'Great first day, Shade.'_ He told himself. _'Almost got yourself kicked out... or worse. This has to work. I can't let down the gang. Can't let down mom... I have to pull off this heist.'_ His face suddenly fell. _'But what about Shine? He actually trusts me. He stepped up for me with those armored clowns. He believed in me. How can I disappoint him after all that?'_ His face turned stern. _'But I have to do this. For mom, and the gang. No matter the cost...'_

A short while later, Shine and Celestia were preparing to go to bed. Shine could tell Celestia was still tense over what happened at dinner.

"Look, I'm sorry about what happened back there." Shine announced.

"Your cousin clearly holds a prejudice against royalty." Celestia frowned. "Not that he's the first pony I've met with such prejudice..."

"He's... just not used to high society." Shine lied. "I'll try to work on that while he's here."

"So you say." Celestia huffed.

"He's family, and I know he can be better than this." Shine urged. "Just let me try, okay?"

"Do what you will." Celestia said flatly, as she climbed into bed, making a point of laying away from him.

"Come on, cherryblossom." Shine urged, as he tried to sidle up next to her. "Can't we at least talk about this?"

Celestia didn't answer, though there was a look of anguish on her face. Despite their differences, it hurt for her to force herself to ignore him like that.

 _'Again with the cold shoulder?'_ Shine thought. _'That's really starting to grate on the old nerves...'_

Downhearted, Shine slipped into the covers, putting himself as good a distance from the edge as he could.

"Good night, Celesta." Shine murmured.

Celestia remained silent. Shine stared bleakly at the darkness, aware that bringing Shade to the castle may have only exacerbated the hostilities between them.

 _'I had to do it, though...'_ He thought. _'It was the right thing to do. ...Wasn't it?'_

Shine was left with that thought as he slipped uneasily into dreamland.

 _Meanwhile, in an undisclosed location..._

Ominous strings chorused as Sterling walked down a long and dark hallway.

He was not sure why such music always played when he walked down this path, but it certainly did its job in making each step more foreboding than the last. And there was good reason for it.

For this path, dubbed the Hall of Judgement by the many agents, served as the only passageway into the lowest sanctums of the Infinity, accessed by the lowest part of the higher floors. The lowest sanctums in question served only one purpose...

Acting as the abode and resting place of the "Father", the sole and supreme leader of the Forefathers.

Not much was known about him. In fact, "Father" was the only title he had given to the first members of the Forefathers when he had founded the organization, or so Sterling had heard. Other than that, he was a stallion of complete mystery.

But there were many things Sterling had heard about him. One said that he was stronger than the four Princesses combined. Another said that he himself was a god reincarnated. Others still stated that he was a force of nature made flesh, that he could not be killed. That he was as old as Equestria itself.

Sterling did not know. All he did know was that he was somepony to be feared. And he had to convince himself to not turn around and forget talking to him now. But he knew that there was more at stake if he didn't try. He had to know more about Project: Titanfall, and the only other pony than Solomon that knew of the plan in full extent was 'him'.

 _'Come on, Sterling.'_ He told himself. _'You know you have to do this. Solomon's plans contain extreme risks and major losses. Father himself knew better than anypony to condone a plan of this magnitude without proper thinking, from what I remember. So what's going on? What about this plan has gotten Father so completely behind it? I have to know for sure...'_

As Sterling neared the chamber's entrance, framed by none other than many silver serpents, the doors opened to reveal (to his disgust) Solomon emerging from it...

 _'Aw, buck.'_ Sterling scowled.

"Ah, Sterling." Solomon smiled unpleasantly. "May I ask what you're doing down here?"

"I could ask you the same question." Sterling shot back.

"I was simply keeping Father informed of the progress of Project: Titanfall." Solomon declared.

"Funny, that." Sterling frowned. "I was just about to talk to Father about that myself."

"Were you, now?" Solomon smirked.

"Yes, I was." Sterling nodded. "Now, if you'll kindly step aside..."

"And what exactly were you going to say to Father, I wonder?" Solomon asked, intentionally standing in Sterling's way.

"Only that your little project is becoming too far dangerous, and must be shut down, for the Forefathers' sake!" Sterling tried to sidle past him.

"Oh, not this again." Solomon rolled his eyes.

"Yes, this again." Sterling continued his struggle. "This whole thing is just way too risky."

"Or maybe you're just getting too cautious nowadays." Solomon snorted. "What's the matter? Your little stint in prison break your nerve?"

"Not even close." Sterling retorted.

"Well, it's starting to look like that." Solomon declared. "In fact, I'm starting to think you're becoming far more trouble than you were ever worth."

"What's that supposed to mean?" Sterling frowned.

"Nothing." Solomon shrugged. "Just making an observation."

"Oh, yeah?" Sterling scowled. "Well, here's an observation of my own... I think you're up to something."

"Really?" Solomon smirked. "Got any proof?"

"No." Sterling admitted. "But I do know that you are putting the whole organization at risk with this Project. In fact, I think you don't even care what happens to us... it's what you're after that matters in the end."

"Why, Sterling, after all these years..." Solomon falsely gasped in offense. "I thought we were friends..."

"Don't play that card with me, Solomon." Sterling glared. "Now, let me pass so I speak with 'Father'."

"I'm afraid Father isn't interesting in talking to anypony else at the moment." Solomon retorted.

"I'd like to hear that from him." Sterling replied.

"I can't allow that, Sterling." Solomon stood firm.

"Can't or won't?" Sterling growled.

"Does it matter?" Solomon sneered.

"If you don't step aside, I'll make you." Sterling glared.

"Oh, you're sure you want to face me, boy?" Solomon chuckled darkly, as he then held up a hoof, crackling with electricity. "Not a wise decision. You may be... _shocked_ by the outcome."

"I'm not afraid of you." Sterling growled, taking battle stance "I can take whatever you throw at me..."

"I don't doubt that..." Solomon scoffed. "...However... do you think Loveless can take whatever I throw at him?"

Sterling's breath hitched as Solomon gave a evil smile.

"...After all, he is getting on in years, and with him being in a wheelchair, he would be an easy target if say, a stray lightning bolt were to find its way into the old fogey's chest. I highly doubt he can survive cardiac arrest." Solomon smarmed.

"You son of a draft horse..." Sterling snarled.

"You can try and fight me, Sterling, but know that unlike you, I have not loved another thing in a _long_ time..." Solomon sneered.

Sterling felt his hooves shaking... but he knew for a fact that he was right.

"Fine..." He spat. "But this isn't over..."

"I hope so." Solomon snickered. "It wouldn't be any fun that way."

Sterling stormed away.

 _'Now I know he's up to something...'_ He thought. _'And I won't rest until I find out what...'_

As Sterling marched away, Solomon's sneer dropped.

 _'He's getting too smart for his own good.'_ He thought angrily. _'He'll need to be disposed of before long... But he will have to wait. It's not like he can stop me and Titanfall, anyway. First things first, I have some unfinished business with a certain Shade Paladin. Next stop, Canterlot...'_

Solomon marched outside, to one of the Forefathers' carriages.

"Take me to Canterlot." Solomon declared. "I have urgent matters there."

"Yes, sir." The Pegasus pulling the carriage nodded.

The carriage was pulled off into the night sky.

"Your day of reckoning is coming, Shade." Solomon declared. "It is time that you pay for taking what isn't yours..."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	8. Shade Takes Canterlot

**Shades Of The Past**

 **Chapter Eight: Shade Takes Canterlot**

 _Flashback..._

Black was rushing about Belle's home, eagerly preparing for something special.

"Candles, check." He nodded. "Food, check. Flowers, check..."

Black heard the sound of the front door opening.

"There she is." He grinned. "Time to take my position..."

School Belle came in, having returned from a day of teaching. Things had been going quite well between her and Black. Black had often helped out around the house, and even provided a sympathetic ear. The repair work he had done to the schoolhouse had made quite a difference; Even the students were impressive at how much better it looked.

It felt so good to have a stallion around the house. Belle had never had much of a way with the opposite sex, to the point where her friends joked she might end up as an old maid. Simply seeing Black every day as she returned home, did wonders for her mood.

"Black, I'm home!" Belle declared as she glanced around. "Black? Where are you?"

"In the dining room!"

"Dining room?" School Belle repeated, as she went into said room. "What are you doing-"

She stopped abruptly, as she took in the sight: her entire dining room was lined with candlelight, as two plates of tumbleweed stew lay on the table, with a vase filled with desert roses placed as a centerpiece. Black was simply standing there, with a warm smile on his face.

"Welcome home, Belle." Black smiled.

"Well now, what's all this?" Belle asked.

"Well, today is kinda special..." Black rubbed his head. "It marks the second month since you rescued me and took me into your home. I figured I could do something special for you, so I took the liberty of making dinner."

"Black..." Belle whispered, taking in the romantic setting. "This is... you didn't have to..."

"Let's not get into that again." Black rolled his eyes. Or rather his one good eye. "You saved my life, Belle. I can never thank you enough for that, ever. Now, come on. We don't want the stew to get cold."

As they approached the table, Black pulled out Belle's chair.

"Ladies first." He grinned.

"Why, thank you." Belle blushed. "Such a gentlestallion."

"Anything for a lady." Black smiled as he sat down also. "Go ahead, dig in."

Belle had a spoonful.

"Hmm..." She mused.

"Sorry if it's not that great." Black shrugged. "Never was a four-star chef."

"It's fine, Black." Belle assured him. "Really good. Besides, the gesture's what matters."

"I hope so." Black chuckled, as he started eating his own. "I did put a lot of work into it."

"I can tell." Belle smiled, taking another bite.

Another they finished their stew, Belle stood up.

"Where are you going?" Black asked.

"You made the dinner, so it's only fair that I clean up." Belle declared.

"Fair, schmair." Black snorted. "It's my mess. Besides, this whole evening's for you. You don't have to lift a hoof."

"Oh, you're so sweet." Belle admitted. "I've never known a stallion as kind and considerate as you."

"Lucky for me..." Black grinned.

"Black, thank you so much for coming into my life." Belle smiled, placing her hoof on his. "Having you here has really livened things up. I feel like I should be the one thanking you."

"Aw, it was nothing." Black smiled, adding another hoof to hers.

The glow of the candlelight illuminated both their faces in a warm, orange glow.

"I've really come to enjoy having you here with me." Belle admitted.

"And seeing you everyday has given me more reason to get out of bed in the morning." Black confessed. "It's pretty much why I'm still sticking around."

"Oh, really?" Belle blushed.

"Yeah..." Black smiled. "I'll admit, at first, I was planning on getting out of here the moment my bones healed. I had obligations elsewhere... but you showed me kindness and tenderness that I haven't seen for most of my life. And I think I might have bumped my head at one point, but I think... I'm starting to fall for you."

"You... you are?" Belle blushed even more deeply.

"Don't act so surprised." Black grinned. "You are a very beautiful mare. And don't forget sweet and kind."

"You're sweet too." Belle returned. "And admittedly, I do think you're quite... handsome."

"Really?" Black smirked.

"But I still barely know anything about you." Belle sighed.

"It's better you don't know." Black admitted. "Trust me. My past is... not for the faint of heart. I know if you knew the real me, you wouldn't think I was so nice."

"I already know the real you, Black." Belle placed a hoof on his cheek. "He's right here in front of me. You can't hide the kind of good stallion you are."

"Thanks, Belle." Black smiled, placing his hoof on hers once more. "But still, I can't afford to act on my feelings." He lowered her hoof. "We can't be together."

"I understand." Belle sighed.

Suddenly, the two leaned forward, kissing each other deeply. Then they pulled apart, surprised at themselves.

"Did we just..." Black asked.

"Yes, we did." Belle nodded.

"Wow." Black snorted.

"I know." Belle declared. "Me and a mysterious stallion? Could you imagine how scandalous that would sound?"

"...Yeah..." Black murmured, before giving a wry smirk. "So... would you wanna go at it again?"

"Definitely." Belle grinned.

Bathed in the glow of the candlelight, they embraced each other in another kiss. It was a long, slow, passionate kiss, an outlet for all the feelings both ponies had been holding inside their hearts.

Black always had this fear of getting too close to ponies, knowing that in his walk of life, they could easily get hurt, or worse. It was for that reason he had pushed away the one pony he had loved most of all before now... but for the first time, ever since meeting this other pony who he cherished as much as his own brother... Black no longer cared. He was no longer letting that fear control him.

 _'Screw it.'_ He thought. _'I'm doing what feels right. And boy, does this feel right. For the first time... I'm happy... and it's not like anypony is actually looking for me... it has been two months... 'he' would understand, right? ...Right?'_

 _The Present..._

Shade awoke in the guest room, irritated by how the rising sunlight seemed to glance off all the polished surfaces in the room.

"How does anypony get a lie-in around here?" He growled, rubbing his eyes.

The door opened, and Shine emerged.

"Hey, sleepyhead." He declared. "Breakfast is in ten."

"Yeah, yeah, coming..." Shade yawned.

Taking a moment to wash up, Shade joined the others at the breakfast table.

"Good morning, Shade." Celestia said flatly.

"Your highness." Shade muttered. "Anypony mind telling me what's on the menu for today?"

"Some cinnamon cr _è_ pes, made by our chef from Prance." Constell announced.

"Fancy." Shade smirked. "Guess every meal's a banquet with you guys... Must be nice, being able to afford stuff like that, when there are ponies starving out there..."

"Ponies whom we make a point of helping whenever we can." Celestia retorted. "Make no mistake, we do not take the suffering of our subjects lightly."

"Could've fooled me." Shade snorted.

"And what exactly do you mean by that?" Celestia frowned.

"What do you think I mean?" Shade asked.

"Come on, guys." Shine sighed. "Let's just try and enjoy breakfast together, okay?"

"Of course." Celestia said flatly.

"Yeah, whatever." Shine shrugged.

"Good." Shine smiled.

For a few moments, they ate in silence.

"So, er... how are you enjoying your stay so far?" Dusty asked.

"Eh, not bad." Shade shrugged. "Little more opulent than I'm used to. How did you manage to adjust?"

"Oh, you know who I am?" Dusty asked.

"Sure I do, Miss former-Napoleon." Shade nodded. "I'm actually a big fan of what your family does. Steal from the rich, give to the poor... It's right up my alley."

"Well... thank you." Dusty smiled. "I wouldn't say that's not quite what we do anymore, but I appreciate the compliment."

"No problem." Shade smiled. "Though I was a little surprised to hear that you're Blueball's girl."

"Excuse me?!" Blueblood spluttered.

"No offense." Shade shrugged. "Just doesn't seem like a down-to-earth gal like her would want anything to do with a foppish pretty boy like you."

"How exactly am I _not_ supposed to take offense?" Blueblood growled.

"Well, technically, it's true, right?" Shade shrugged.

"He's got you there, dad." Pureblood admitted.

"I assure you, there's more to Blueblood than ponies think." Dusty declared. "Inside, he is a perfectly sweet, kind and thoughtful stallion."

"I'll believe that when I see it..." Shade snorted. He took a bite out of his breakfast. "You do know these cr _è_ pes are just glorified pancakes? We could get regular pancakes from any corner store..."

"You're free to make your own breakfast." Celestia frowned. "Of course, then you'd have to explain to poor Chef Cr _è_ me about how you don't enjoy the food he worked so hard on to earn a living for his family."

"I didn't say that." Shade muttered, taking another bite.

"So, what are you up for today?" Shine asked. "I could show you more of the gardens."

"Maybe later." Shade declared. "Right now, I feel like stretching the old legs. That is, if you don't mind me going into town for a while... unsupervised?"

"Of course not." Shine nodded. "I trust you, Shade."

 _'Somehow, I find that hard to believe...'_ Shade thought, recalling him placing Fletcher and Caboose on guard outside his room.

After breakfast, Shade walked off into Canterlot, seeking to learn more about the place. But what he was seeing so far wasn't very impressive; There were high society ponies all around, going about their self-important business. Everywhere he looked, those snobs were lording it over less fortunate ponies, or worse, treating other species like they were nothing.

"Yes, it's the latest model." Golden Gavel boasted to some friends over a golden carriage. "That's Twenty-four karat gold, with seat cushions of the finest silk. Cost a pretty penny, but it was worth it to ride in style."

 _'Big deal.'_ Shade thought contemptuously. _'I'd like to see you put all those Bits to actual good use, moneybags...'_

"Spare some change?" A homeless pony asked Jet Set as he passed by.

"Don't touch me, you filthy beggar!" Jet Set scowled, quickly moving away.

 _'Why, that lousy...'_ Shade thought. _'Time for a little karma...'_

Shade made a beeline for Jet Set, intentionally bumping into him.

"Oops, sorry." He apologised.

"Watch where you're going, peasant!" Jet Set snarled, walking away.

"I always do." Shine grinned, lifting up some Bits he had picked from Jet Set's pocket. He returned to the beggar, giving him the coins. "Hey, buddy. Looks like you need these more than me."

"Faust bless you, sir." The beggar smiled gratefully.

Around the corner, Upper Crust was having her hooves polished by a short Griffon.

"Watch those talons!" She suddenly kicked out. "I don't need you scraping my precious hooves with those filthy things!"

 _'Nice gratitude, lady...'_ Shade scowled.

Unable to take any more, Shade slipped into Blazin' Blues. The place was packed, with Mist, Tempest and Blue at the bar.

"Oh... hello." Mist smiled.

"Shay!" Tempest gurgled.

"Hey." Shade sighed, as he sat down at a stool.

"What's with the long face?" Blue asked.

"Oh, just all the stuck-up richies in this town, who treat anypony else like garbage!" Shade spat. "Seriously, how can you guys stand living here? You know they have low opinions of other races of ponies here, right?"

"It's not as bad as you think, Shade." Mist declared. "Sure, there are more than a few who think having more Bits than most ponies make them better, but Canterlot is full of ponies who don't think that way."

"Well, I have yet to see any." Shade scowled.

"Sheesh, you've only been here like, a day." Blue snorted. "Give the place a chance, will ya?"

"I'm not even sure I'll be around long enough." Shade shrugged.

"Why, do you have someplace better to be?" Mist asked.

"Let's just say I have... commitments back home." Shade told her. "Home, where we don't have to worry about bumping into rich snobs around every corner."

"You can't tell us there's nothing you don't like about this place?" Blue frowned.

"Shay!" Tempest suddenly fluttered out of his seat, and toward Shade.

"Mobile little guy, isn't he?" Shade caught him in his hooves.

"Takes after his father." Mist smiled lovingly.

"Shay!" Tempest hugged him.

Shade had never been around foals much, but something about Tempest just got to him. Holding the young one in his hooves gave Shade a warm and caring feeling.

"...Okay, maybe there is _one_ thing about this town I like." Shade admitted.

"I know Tempest is glad to hear that." Mist beamed. "And I'm sure there are more things about this place you'd like, if you'd give it a chance."

"Like some home-grown apple cider." Blue poured a glass. "On the house."

Shade drank the amber liquid.

"Not bad." He shrugged. "I was half-expecting little flecks of gold in it..."

"Not everything here is super-fancy, you know." Mist giggled.

"Doesn't that alienate your customers?" Shade asked.

"Hey, this bar of mine caters to everypony." Blue declared. "It's a place where ponies from all walks of life can just relax and wet their whistles."

"Just look around." Mist told Shade. "There are rich and common ponies here. But they're getting along just fine. Not all rich ponies are snobs, after all."

Shade looked over the bar. He couldn't deny that all the ponies within were sharing their drinks peacefully, with no sign of arrogance among the rich.

"Take our pal Luxury, for instance." Blue nodded. "He's loaded, but he's one of the nicest ponies I know."

"Maybe you two should meet some time." Mist suggested.

"Yeah... some time." Shade passed Tempest back to Mist. "Well, guess I'd better head back..."

"Try and stick with it, Shade." Mist urged.

"You never know, this town might just surprise you." Blue added.

"Bye, Shay!" Tempest waved.

"See ya, kiddo." Shade smiled, as he exited the bar.

Shade returned to the castle in slightly better spirits. Thought those spirits were dampened somewhat when an arrow suddenly whizzed past him.

"Hey!" He yelped.

"Sorry!" Hurricane, Caboose's daughter, emerged from the bushes. "Kinda got away from me there..."

"Who the-?" Shade frowned.

"Hey there, Mr. Paladin!" Hurricane smiled. "I'm Hurricane Napoleon, Junior Guardspony."

"Napoleon?" Shade raised a brow. "Which one's your dad?"

"Oh, that's Caboose!" Hurricane smirked, "He's the Lieutenant! He told me a little bit about you!"

"Oh, really?" Shade asked worriedly. "How little, exactly?"

"Just that you're Prince Shine's cousin." Hurricane shrugged.

 _'Phew...'_ Shade thought. _'Guess the goofball can keep a secret after all...'_

"So you're one of those junior Guards, huh?" Shade asked. "Following in daddy's hoofsteps?"

"Oh, yeah." Hurricane nodded.

"Not exactly my preferred vocation, to be honest..." Shade shrugged.

"Are you kidding?" Hurricane grinned. "It's the best! Defending Equestria, protecting the innocent, kicking butts, getting to pilot weapons of mass destruction..." She shivered with anticipation and joy. "Who wouldn't want a piece of that action?!"

Shade was tempted to point out just what he thought of the Royal Guards, but he could see the vibrant light in her eyes. He couldn't bring himself to knock her dreams down.

"I guess it does sound good when you say it like that." He smiled. "So go ahead. Be the best Royal Guard you be, kiddo."

"Oh, I will." Hurricane grinned. "Thanks!"

"No problem..." Shade sighed. "Darn it, Shade. You big softie..."

As Shade returned to his room, he heard some noises inside.

 _'Some royal busybody, sticking his nose in my stuff?'_ He frowned. _'Not for long...'_

Shade jumped into his room, finding Vito and Pureblood inside.

"What are you two doing here?" He asked.

"It was his idea!" Pureblood pointed to Vito.

"Nice, PB." Vito scowled. "We were just looking." He drew one of Shade's muskets. "And we liked what we found."

"I see you found my muskets..." Shade gulped. 'Knew I should've left those at home...'

"Yeah, these things are pretty cool." Pureblood held up another. "Where'd you get them?"

"Oh, I... picked them up from some guy." Shade shrugged. "I guess they are pretty cool..."

"I'll bet you look totally badflank when you use 'em." Vito smirked.

"I do, actually." Shade smirked. "But you really shouldn't be playing around with them."

"My thoughts exactly." Dusty declared, standing in the doorway.

"Mom!" Vito and Pureblood gulped.

"Boys, I am very disappointed in you." Dusty frowned. "Snooping in another pony's room?"

"It was his idea!" Pureblood pointed at Vito.

"Stop saying that!" Vito cringed.

"Out of here, you two." Dusty said firmly.

"Yes, mom..." The twins sighed, as they left the room, dropping the muskets on the bed as they went.

"Sorry about that." Dusty apologized.

"No problem." Shade shrugged. "Hey... mind not telling anypony else about... those?" He pointed to the muskets. "I really don't want 'you-know-who' finding out about these."

"Don't worry, I know how to keep a secret." Dusty smiled. "I am a Napoleon, after all. And I'll make sure the boys do the same."

"Thanks, Dusty." Shade smiled.

"Besides..." Dusty picked up a musket and pretend to aim it. "I'm kinda into firearms myself. Saw ones like these at an expo I went to with my family a little while back. Thought they were the coolest thing."

"Ah, nice to know becoming royalty hasn't dulled that fire you have inside." Shade smirked.

"Well, let's say my fire is what warms Blueblood's log." Dusty purred, as she set down the musket. "Oh, and by the way, Shine wanted you to come down for dinner..."

"I'll be there." Shade smiled. "And... thanks again."

"No problem." Dusty nodded.

Shortly afterward, Shade joined the others for lunch.

"Welcome back, Shade." Luna smiled.

"How was the walk?" Shine asked.

"Eh, not bad." Shade shrugged.

"I'm sure it was perfectly pleasant." Dusty smiled. "With no real surprises... right, boys?"

"Right, mom." Vito and Pureblood chorused.

"So... what's for lunch?" Shade asked.

"Some orchid paninis." Celestia declared. "If that's not too fancy for you..."

"I can live with it." Shade shrugged.

"Good." Blueblood snorted. "Makes it easier for the rest of us to eat."

The meal was served, and the diners began to eat.

"Hey Shade, how about I show you around the castle after lunch?" Shine asked.

"Sounds good." Shade nodded. "I wouldn't mind seeing all the stuff you've packed into this big place. Is it true you've got an olympic-size swimming pool?"

"Regretfully, no." Blueblood admitted. "I asked Aunt Celestia about putting one in, but she said it was 'frivolous'."

"Which it was." Celestia frowned.

"Back home, we'd kill for a decent pool." Shade mused. "We have to make do with the creek nearby."

"Poor fellows..." Blueblood sighed. "I heard those waters can be awfully dirty... no offense."

"Hey, when you're living in a poor town, you learn to make do." Shade shrugged.

"I know a little about that." Shine smiled. "We had this little creek of our own over in Dodge Junction. It was just heaven on a warm summer's day..."

"We do have a swimming pool in town, though." Luna added.

"Yeah, because there's nothing like sitting in a moist tub with strangers." Shade rolled his eyes.

"So, you're still up for the grand tour?" Shine asked. "I warn you, it's a little long..."

"Eh, why not?" Shade shrugged. "I got nothing better to do. Better to spend time looking around this fancy place then doing nothing at all."

"Glad to hear it." Shine smiled.

"I even wouldn't mind taking a look at that fancy vault of yours." Shade admitted. "I hear you got a ton of glittery baubles in there."

"I can't help but wonder why that would be so interesting for you..." Celestia frowned suspiciously.

"No reason." Shade shrugged. "Just curious."

"So you say." Celestia frowned. "But I'm afraid certain areas of the castle aren't... available to visitors."

"You mean, 'not available to the common muck', right?" Shade grunted.

"Shade..." Shine growled.

"It is not about 'common' folk." Celestia growled. "It is simply a security precaution. We wouldn't want our vault getting ransacked by some unscrupulous thief."

"Yeah, wouldn't that be a shame?" Shade smirked.

"Thankfully, our Royal Guards are on hoof to prevent that from happening." Luna declared.

"Good for you..." Shade mused, as he ate his food.

"So, Shade, tell us a little more about yourself." Celestia urged. "We're eager to know more about you."

"Not much to tell, really." Shade shrugged. "Spent my whole life in Prairieville. My mom was a teacher, and my dad... left before I was even born."

"Oh, that's too bad." Constell frowned. "Did you ever see him again?"

"Never." Shade shook his head, his mood dampening.

"I know how you feel." Dusty sighed. "My mother died when I was a filly. It's a pain that never truly goes away."

"But at least you knew her a while." Shade pointed out. "According to my mom, dad left when she was still pregnant with me."

"A shame." Luna admitted. "To grow up without a father. It must have been hard."

"It was." Shade nodded. "I had to be the stallion of the house. It wasn't easy, but I had to make sure my mother was taken care of."

"I'm sure you did a good job." Shine smiled.

"Yeah, I did." Shade nodded. "Mom never complained at least."

"The way I hear it, growing up in such an environment has an adverse affect on a colt." Celestia frowned. "It's a pity your father abandoned you."

"Celestia..." Shine groaned.

"Hold on a minute." Shade growled, "I didn't say he abandoned us. He just left."

"With all due respect, Shade." Celestia frowned, not liking his attitude. "Any self-respecting father wouldn't just 'leave' the mother of their child, especially if they're pregnant."

"Except this one did." Shade glared. "I thought the same thing at first, but mom told me that he probably had a good reason for leaving."

"I'm sure she was only trying to spare your feelings." Celestia remarked. "It isn't easy for a colt to learn his father is a spineless deadbeat..."

"Hey!" Shade slammed his hoof on the table. "Don't you dare talk about things you don't understand!"

"Oh no..." Shine frowned.

"You'd be surprised what I understand, Shade." Celestia glared. "For example, I understand being abandoned didn't do your personality any favors."

"HE DID NOT ABANDON ME!" Shade snarled, shocking everypony. "You have no right to talk, you preachy, stuck-up-"

"Watch your tone!" Celestia snarled.

"No, you watch me leaving!" Shade stood up. "I don't have to take this!"

"Shade!" Shine stood up, going after him, as he then glared at Celestia, "Real nice, Celestia. He gets left behind by his father, and you just had to go there!"

"I was only making a point." Celestia said, chastised. "I didn't think-"

"No, you didn't." Shine glared at her. "How do you expect me to show Shade royalty isn't as bad as he thinks when you keep talking down to him like that?"

"I..." Celestia mumbled.

"I'm going to go talk to him... try and fix the damage you caused." Shine stormed off after Shade.

Celestia bowed her head, ashamed.

Shine caught up to Shade in the corridor outside.

"Come on Shade, calm down!" He urged.

"You know, hanging out in a cave is starting to look better and better!" Shade snorted. "Especially when it comes to the company..."

"Seriously?" Shine sighed. "What is it you find so agreeable about a bunch of crooks and thieves?"

"Well, for starters, they're my friends!" Shade growled. "They took me in, gave me a way to raise money for mom's treatments, they taught me everything I know about fighting. They accepted me like nopony has."

"That doesn't change the fact that they're a bunch of rotten cutthroats." Shine pointed out.

"Again with acting like you know them!" Shade growled in frustration. "...I know they're not the nicest guys. I know their morals are askew... but honestly, I've been working hard to change that."

"How so?" Shine asked.

"Well, ever since I became their leader, I've been trying to steer them in the right direction." Shade revealed. "Going after only the rich folks, never causing trouble in town, and no unnecessary kills. It hasn't been easy... but we reached a point where we have an understanding for one another. I steal so I can keep my mother healthy. They steal so they can have money to line their pockets. But no matter what, we're in this together..."

"I see." Shine smiled. "Guess there is such a thing as honor among thieves. Maybe you _have_ had an affect on those guys..."

"Of course." Shade scowled. "I'm not a scumbag... not matter what your wife thinks."

"Shade..." Shine sighed.

"Just give me some space, cuz..." Shade walked away. "I need some air."

Shade stepped outside, walking through the gardens.

 _'Lousy smug sun-butt...'_ He thought to himself. _'Princess or no Princess, she doesn't have the right to talk about my dad like that...'_

In the course of his wandering, Shade found himself at the Guards' training grounds.

 _'Smooth move, Shade.'_ He frowned. _'Better get going, before I'm spotted...'_

"Hey!" Dull Blade rushed over.

 _'Too late.'_ Shade rolled his eyes.

"It's you again." Dull smiled.

"Yeah, it's me." Shade nodded.

"I just wanna say thanks again for helping me out yesterday." Dull declared.

"Don't read too much into it." Shade shrugged modestly, trying his best to not sound rude. "That other guy needed a beatdown, and I specialise in that. End of story."

"But I learned so much from watching you." Dull smiled. "Plus, nopony's ever stuck up for me like that before."

"I wasn't really sticking up for anypony." Shade frowned. "I just needed somepony to hit-"

"Hey, it's that guy again!" Another Guard noticed.

"It _is_ him!" A third smiled.

"Ah, geez..." Shade groaned, as more Guards gathered around him.

"You were incredible yesterday, pal!" Quillblade grinned.

"..You think so too, huh?" Shade mused.

"Yep." Quillblade chuckled. "'Bout time somepony put Call in his place. And you did it perfectly."

"Yeah, that jerk really ate crow." Another Guard smirked. "You got some killer moves, there."

"Eh, I do okay." Shade shrugged.

"More than okay." Elite marched over, joined by Caboose and Fletcher. "Hello again, my young friend."

"Yeah, hi." Shade frowned.

"Something tells me you didn't come here to accept my offer." Elite mused.

"Nah, just went out to get some air." Shade declared. "Trust me, I am not Royal Guard material."

"But you _are_ one of the best fighters I've ever seen." Elite smiled.

"He could give us a run for our money... almost." Fletcher noted.

"Or he could totally kick our butts." Caboose added.

"Please." Call sneered as he approached. "He got lucky last time."

"Oh, you want a rematch, old timer?" Shade smirked. "I'd be happy to school you again."

"...I'm not in the mood right now." Call snorted.

"That's what I thought." Shade declared. "Guy needs to learn not to pick fights he can't win."

"Even if you don't think yourself Royal Guard material, you'd make a fine fighting instructor." Elite declared.

"You think so?" Shade smiled, flattered.

"I know so." Elite nodded. "Know-how like yours could make warriors out of the biggest wimps!"

"Think you could give me some pointers?" Quillblade asked. "I've having trouble with my parries."

"...Sure, why not?" Shade shrugged. "Not like I got anything better to do..."

"Thanks." Quillblade smiled.

"I could use a hoof too." Dull grinned. "Like I had to say it."

Before long, there was a crowd of Guards watching as Shade sparred with one at a time.

As Quillblade lunged at Shade, he caught his hoof, and put him in a armlock.

"Nice swing." Shade smiled. "Just remember to be a little quicker next time."

"I will." Quillblade nodded, as Shade let go. He then noticed his head was bare. "Hey, where'd my helmet go?"

"Oh, is this yours?" Shade held it up. "I slipped it off your head just now. You really need to be more aware of your surroundings, mister."

"Duly noted." Quillblade chuckled.

Meanwhile, Caboose, Call, and Fletcher were working another obstacle course, one with spinning logs, retracting platforms and rising and lowering poles. This was an advanced course, which Elite reserved for the most promising candidates. They both did well, though Caboose tried to tone down his performance for Fletcher's sake.

"Very impressive, Lieutenant." Elite smiled. "You were a full two seconds ahead of the Captain."

"I was?" Caboose frowned, shooting Shine an apologetic look.

"Indeed." Elite nodded. "Keep this up, and the position will be all yours."

"Him?!" Call spluttered. "Wait until you get a load of me!"

Call ran the course himself. However, his advanced years only served to slow him down. By the time he crossed the finish line, he was exhausted.

"Sorry, Duty." Elite checked his stopwatch. "You had the slowest time out of the three of you."

"What?" Call frowned. "No way..."

"The watch doesn't lie." Elite declared, before noting the setting sun. "Anyway, I think that'll do for today."

"Sorry, pal." Caboose told Fletcher. "Didn't mean to upstage you."

"It's not your fault, Caboose." Fletcher admitted. "Finding out about Shade has put me off my game a little."

"Well, I'll try and slow down even more next time, okay?" Caboose smiled. "I won't be winning. Not if I can help it."

"Thanks, Caboose." Fletcher smiled.

At the same time, Shade tickled another sparring partner under his legpit. As the Guard chuckled, Shade pinned him.

"Okay, that's enough for today." Shade smirked. "Gettin' kinda tired of kickin' all your butts..."

The Guards chuckled good-naturedly.

"Drop by again, sometime." Dull urged. "We'd love to learn more from you."

"I'll keep that in mind." Shade nodded.

As Shade returned to the castle, he ran into Shine.

"Hey." Shine said solemnly. "Feeling better?"

"A little." Shade shrugged. "Actually had some fun out there."

"Well, you'll be glad to know Celestia has an emergency meeting, so she won't be joining us for dinner." Shine announced.

"Good." Shade declared. "Hate to ruin my newly good mood..."

That evening, Shade lay in his bed again. He was unable to sleep, but not because his bed covers were too fluffy.

 _'What are you doing, Shade?'_ He frowned. _'Getting chummy with the Guards? These are the guys you have to deal with when robbing ponies! Have you lost it?! What would the others say if they saw you doing that? Don't forget why you're here, Shade. You gotta crack that vault, and soon...'_

More indecision building in his mind, Shade tried his best to focus on the task at hoof. But his doubts were gaining ground...

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	9. Lineage

**Shades Of The Past**

 **Chapter Nine: Lineage**

 _Flashback..._

After their big kiss, Black and Belle had found themselves closer than ever. They had gone out for picnics at the edge of town, snuggled together on the couch, and shared more romantic dinners. Black had been sure to give Belle more tokens of his love, and Belle had repaid him with countless kisses. Some nights, they would talk all evening. Belle would speak of her past, as did Black (though he intentionally left out the more unsavory details), and the more they learned of each other, the stronger their love grew. However, as close as they were, they weren't quite as close as Black hoped...

One evening, Belle was preparing for bed. Black walked into her room, smiling.

"Hey there, pretty lady." He smiled.

"Ah, Black." Belle grinned. "Come to give me a goodnight kiss?"

"Actually, I was hoping for a little... more tonight." Black admitted.

"More?" Belle frowned.

"Maybe I could... join you in bed tonight." Black offered. "Only without so much sleeping, if you know what I mean..."

"I... Oh!" Belle gasped, blushing fiercely. "Black, I... I couldn't..."

"Why not?" Black frowned. "Don't you... want to?"

"Well, it would be nice..." Belle admitted.

"Then what's the problem?" Black asked.

"Well, my mother always said that two ponies... laying together before marriage wasn't proper." Belle admitted.

"Proper?" Black snorted. "I think you'll find it sometimes isn't 'proper' even after marriage."

"You know what I mean." Belle declared. "If word got out that I laid with a stallion I wasn't married to..."

"So what?" Black shrugged. "Who cares what other ponies think?"

"I do." Belle retorted. "I'm a teacher. A molder of young minds. Imagine what the parents would think if I went through with this?"

"What, are you planning on telling them?" Black asked. "Because I'm sure not going to spread this around."

"Well, no..." Belle blushed. "But it's... it's not proper."

"Who cares about proper?" Black asked. "What happens here will be just between us. And there won't be anything so terrible about it. It'll be just the two of us, expressing our feelings for each other... physically."

"I don't know..." Belle bowed her head.

"Look, I'm not going to force you." Black sighed. "But think about it: The two of us, together, as close as two ponies can be. The simple symphony of love. You can't tell me you don't want to experience that."

"I... I do." Belle smiled.

"And then there's the best part." Black smiled. "Holding each other afterwards, just laying in each others' hooves, drifting off to sleep together... Call me a softie, but I've always liked that part."

"Black..." Belle sighed. "I really would like that, but the truth is... I've never actually been with a stallion before now."

"You haven't?" Black gaped. "But you're so sweet, and beautiful..."

"So you keep saying." Belle smiled. "But I've never actually dated a stallion. All of this has been wonderful, but it's all so new. And I'm not sure if I have it in me for such a big step yet..."

"I understand." Black sighed.

"I'm sorry." Belle bowed her head.

"Don't apologise." Black told her. "It's my fault for not taking your feelings into account. I would never want you to do anything you're not comfortable with. I care for you too much."

"Oh, Black..." Belle smiled weakly.

"Like I said, I won't force you if you don't to." Black turned around. "Guess I'll just head to bed now..."

"Wait." Belle stopped him. "I'll do it."

"You will?" Black smiled. "You don't have to..."

"I know." Belle nodded. "But I want to. I love you, Black."

"...I love you too, Belle." Black declared.

"And I want to experience the full expression of our love for each other." Belle told him. "Right here, right now. And you're right about it being nopony else's business. It's our private moments, and I shouldn't let fear stop me."

"So... shall we?" Black smiled.

"After you." Belle grinned.

The couple climbed into Belle's bed, snuggling together under the sheets. Little did either of them realise just what would become of their liaison...

 _The present..._

The next morning, Shade woke up, once again awakened by the glancing sunlight.

"If I didn't know better, I'd say Princess Sunbutt was doing this on purpose..." He growled. "Maybe I should ask Dusty if I can borrow one of her hubby's eyemasks..."

Shade washed up, then emerged from the room.

 _'And now it's time for more awkward dining room talk with that haughty wife of Shine's.'_ Shade thought. _'Somepony just kill me now...'_

However, to Shade's surprise, Celestia wasn't present at the table, nor was Constell.

"Hey, where is everypony?" Shade asked. "Not that's it's a big downer for Celestia to be absent, but where's that Constell gal?"

"Oh, she was just staying here while her husband, Luxury, was out of town on an important business trip." Luna declared.

"As for Celestia, she's already had her breakfast." Shine declared. "She has some... important work to take care of today."

"Good." Shade snorted. "Maybe I can finally eat something at this table in peace, without that stuck-up wife of yours giving me the business..."

"You know, just because she isn't here, doesn't mean you can get away with insulting her." Shine frowned. "She's still my wife, you know."

"And my sister." Luna added with a glare. "So watch your tongue."

"Okay, relax." Shade scowled. "I was just saying..."

"Let's just enjoy our breakfast." Dusty suggested. "Today we're having Belgyum waffles with Haygyptian honey."

"Yummy..." Shade said non-commitedly.

They all started eating their breakfast. Shine couldn't say it out loud, but he was appreciative of the lack of conflict. But he knew it was only a brief respite. He was well aware that Shade and Celestia's feud would spark up again the second they once again crossed paths.

 _'I gotta figure out some way to get those two to, if not like, than at least tolerate each other.'_ He thought. _'Yeah, right. I'd have better luck trying to make a Manticore and an Orthros be best friends...'_

Shade, having finished the pancakes, stood up.

"Okay, I'm out." He said bluntly. "Catch ya later."

"Hold up." Shine stood up also. "Mind if we take a walk?"

"Sure, why not?" Shade shrugged. "It's your castle, ain't it?"

"I'll take that as a 'yes'." Shine shrugged, catching up to Shade.

Out in the corridor, the cousins walked silently for a moment.

"So... how are you feeling today?" Shine asked hopefully. "Starting to warm up to life around here?"

"Honestly, no." Shade shrugged. "Sure, maybe everypony in this town isn't a complete snob, but this place is just too ritzy for me. I'm a simple stallion with simple tastes. I don't really care for all this 'lap of luxury' stuff."

"Neither did I." Shine admitted. "When I first came to stay here, I was a little overwhelmed by all the fancy stuff. Couldn't understand why it was needed."

"Exactly." Shade scowled. "It's way too much. Totally pointless."

"Just because we don't understand it doesn't mean it's bad." Shine retorted. "And besides, we royals put a lot of work into keeping Equestria stable. So we're actually due a few perks every now and then.

"Yeah, right." Shade snorted. "You don't do that much..."

"Now let's not start that again." Shine frowned. "I just told you earlier that Celestia has some important work to do. Stuff like that can take days at a time to pull together. And she doesn't do it for her sake, but for the sake of her subjects. That's what being a royal really means."

"Okay, okay." Shade groaned. "I get it. You don't have to keep going on about it."

"Good to see I'm finally getting through to you." Shine grinned.

They walked in silence for a little while. Then...

"Hey, Shine?" Shade spoke up.

"Yeah?" Shine asked.

"You... knew my dad, right?" Shade inquired.

"Well, I didn't meet him face to face until a while back, and we weren't exactly close... but yeah, I did know him." Shine nodded.

"I've been meaning to ask... what was he like?" Shade asked.

"Oh." Shine froze up. He had been dreading this moment, for he was unsure how to describe Black. As far as Shade knew, Black was just a stallion who left a mare he might have loved at one point when she was pregnant with his foal... Shine wasn't sure how he would take learning that his father was a terrorist who had razed an entire village, led a one-stallion charge to assassinate his wife, and nearly brought about the end of Equestria with that "Crystal Sun" incident.

If the way Shade had been living his life was any indication, telling him the truth could undo everything Shine had tried to do since bringing him to Canterlot.

"Well, Black... was a very driven stallion." Shine declared, sticking to half-truths. "He held onto his beliefs tightly. He wanted to make Equestria a better place, and heavens be damned, he wouldn't let anypony stand in his way."

"Whoa..." Shade lit up. "Sounds like a real bad-flank."

"...That's one way of putting it." Shine stifled a cringe, as all of the beatdown Black gave him back then came to mind. "He certainly knew his way around fighting, that's one thing for certain."

"Huh..." Shine could see the idolization in his eyes.

"...Do you possibly know where I can find him?" Shade suddenly asked.

"...What?" Shine's eyes widened. He did not expect that question.

"Shine, Black left my mom all those years ago, and neither me or her ever found out why." Shade explained. "You seem to know him well. If you could tell me where I could find him, maybe I can finally confront him and ask him myself..."

Shine felt his heart break.

"I'm afraid that won't be possible." Shine admitted sadly.

"What are you talking about?" Shade frowned.

"...I'm afraid he's... no longer with us." Shine declared, his eyes growing misty. "Black... died a few years back."

To Shine's dismay, Shade took the news more badly than he had imagined. His face fell as shock and despair and dashed hopes pulled every muscle downwards. Shade was heartbroken, that much was plain to see. Shine hated that he had caused his cousin such pain. The guilt tore away at his very soul.

 _'Sorry, Shade.'_ He thought sadly. _'But I guess you had a right to know...'_

"No... no..." Shade murmured, seemingly on the verge of tears. "How... how can he be dead? What happened?"

"It's... complicated." Shine explained. "Your father died, trying to achieve his goals. He strongly believed that what he was doing was right, to the point that it ended up being his undoing. I found his body and had him buried at our adoptive father's homestead back in Dodge Junction. I could show you it sometime..."

"How did he die?" Shade demanded, "What killed him?" He then snarled. "Who killed him?"

"Does it matter?" Shine frowned, aware that Caboose was the "who" in question, and Shade would surely go and hunt him down.

"Of course it does." Shade snarled. "If it was a 'who', then I'll find that scumbag and kill him with my bare hooves."

"That wouldn't bring your father back, you know." Shine countered, eager to dissuade him from the path of revenge.

"No, but it would make me feel better." Shade scowled.

"Would it?" Shine asked. "Or would it just leave you with nopony to focus your anger on anymore?"

"Guess we won't know until it happens." Shade growled. "But even if it was some freak accident that took him, it left me without any chance of ever seeing my father face-to-face. Of getting the truth of why he left me and mom, right from the horse's mouth." He then sighed in frustrationve "It would've given me and mom some closure at last."

"I know it hurts, not knowing." Shine admitted. "But sometimes, ignorance is better than knowledge. You may not have liked the truth if you heard it."

"Yeah, maybe..." Shade frowned.

"Look on the bright side." Shade smiled. "You still have your mother. And you still have me. We're family, and I swear I'll always be there for you, cousin."

"...Thanks, Shine." Shade smiled. "That actually means a lot to me. Aside from mom, I've never really had much in the way of family. Sure, the Fifty Thieves have always been good to me, but it just wasn't the same."

"Well, all that's changed now." Shine declared. "Family sticks together, and always has each others' back."

"Yeah..." Shade frowned, recalling his plan. "Sure..." He turned towards the garden. "Mind if I take a quick solo walk? I got a lot to think about."

"Sure." Shine nodded. "But you know where to find me."

"Sure do." Shade nodded.

Shade wandered out into the gardens.

 _'So, he's dead...'_ He thought. _'My father's really dead. Mom's not going to like that... But at least I've got some idea of the kind of stallion he was. For all the good that does me...'_

As he continued his walk, Shade came upon Dull Blade, who was practicing with his spear, but not very well.

"Oh, it's you again." Shade frowned.

"Oh... hi." Dull smiled, lowering his spear. "I was... in the middle of training."

"Is that what you call it?" Shade snorted. "Because your technique is all sloppy. You've got to grip the shaft more tightly. Be a little more precise with your swings. Let me show you..."

Shade grabbed the spear, and performed some flawless swings, spins and jabs.

"Just like that." He declared, handing the spear back to Dull.

"Okay..." Dull tried to repeat the moves, but wound up dropping the spear. "Whoops..."

"No offense, but why are you even still here?" Shade asked. "You're not exactly the most skilled Guard I've ever seen."

"I know." Dull sighed. "But I want to be. I want to be able to make a difference. To help ponies. That's all I've ever wanted."

"...Really?" Shade frowned.

"Yeah. I come from a big family of Royal Guardsponies." Dull explained. "And the ones who weren't in the Royal Guard did their part to support them by donating to their annual fund, forging armor, and all sorts of stuff. They all did so much for the Guard... and look at me." He sighed. "The only thing I do for the Guard is embarass it..."

"Hey, don't talk like that." Shade glared. "Just because buckholes like that Call Duty say you're no good doesn't mean anything. I haven't known you that long, but I can tell you're a really decent guy. If you ask me, the Guard could use more ponies with your kind of personality."

"But Call is right." Dull frowned. "I mean, you saw how he beat me in training. How can some sad stallion like me be as good as my family members before me?"

"Now you listen, Dull." Shade said firmly, gripping his shoulder. "I'm not gonna sugarcoat it, you're pretty terrible at fighting. But you have something else."

"Excellent boot polishing technique?" Dull suggested.

"Determination." Shade clarified. "You may not be good. In fact, you could be the worst Guard out there. But if you stay determined, that's all you really need. Just hang onto that 'determination' and one day, when it comes down to it, you _will_ be a hero, just like the others. You read me?"

"Yeah, I... read you." Dull nodded, smiling. "Thanks, Black. You know, you're a pretty decent guy yourself."

"Glad somepony noticed." Black joked.

"Not everypony would help out a guy like me." Dull admitted. "But I'm glad that pony was you."

"It's up to you now." Shade urged. "You just keep pushing forward, and don't let anypony bring you down."

"I can promise you that." Dull nodded. "And when a Blade makes a promise, he keeps it."

"Integrity." Shade grinned, impressed. "One more thing you've got goin' for ya."

"Well, I should get back to the others." Dull shrugged. "The trials are still going on, and even though I definitely won't be getting the big position, I have to at least finish."

"Yeah, good luck with that." Shade nodded.

"Thanks." Dull smiled.

Dull rushed back to the barracks, leaving Shade to dwell on things, although a bit cheered up by Dull's smile. He returned to the castle in time for lunch.

"How was the walk?" Shine asked.

"It was... interesting." Shade admitted. "Gave me something to think about."

"Glad to hear it." Shine smiled, confused, yet glad that Shade was feeling better.

After lunch, the Guards continued their efforts. They were mostly performing stealth and infiltration maneuvers, though Caboose, Fletcher and Call did so with greater numbers of "sentries" (played by volunteer Guards).

Fletcher slipped artfully through the shadows, ducking and weaving until he reached the goal.

"Well done, Captain." Elite smiled. "Lieutenant, you're next."

"Watch me move." Caboose chuckled.

As he'd promised Fletcher, Caboose tried to rein in his performance, but he tripped on one of the obstacles, and rolled over to the goal, achieving the same time as Fletcher.

"A little... unorthodox." Elite admitted. "But effective. Call?"

"Watch and learn." Call smirked.

Call put on an impressive show, but his age once again slowed him down, costing him valuable seconds.

"Not too bad. Not the best, but it was excellent for a stallion of your age." Elite noted. "I'll factor that in to your score."

"Thank you, sir." Call restrained his annoyance.

"Next, we move on to some hostage rescue scenarios." Elite revealed. "Please line up..."

As Call waited for his turn, he spotted Midnight Blossom, one of the Night Guard, walking through the area.

"Well, what's this?" He mused. "A little early for you, don't you think, batty?"

"I don't see how that's any of your business... sir." Midnight frowned. "We Thestrals may prefer the night, but that doesn't mean we can't stand the day."

"So I see." Call noted. "I thought that was the reason none of you had taken part in the trials. Do Thestrals have an aversion to serving their country?"

"Well, I can't speak for the others, but for me, the prospect of a promotion doesn't mean much." Midnight shrugged. "I'm happy just where I am. And I'm not that interested in going to some hot and sandy place to fight a bunch of desert rats."

"Please. What's the real reason, leatherwings?" Call sneered. "Don't have the initiative? Or are you just aware how totally outclassed you are by me?"

"As if." Midnight scoffed. "I may not be the most motivated Guard, but I think I could still fly circles around you, old timer."

"Oh, I doubt that." Call rolled his eyes. "Unlike us hard-working Guardsponies, all you do is go down to some random cave to be a bodyguard to some 'hermit' shacking it up in there. By the way, who the buck is this hobo that the royals are willing to let him stay there?"

"Oh, just some poor fellow, in need of a place to stay." Midnight lied.

"If you ask me, Celestia shouldn't be wasting Guards on whoever's in there." Call sneered. "Then again, perhaps it's a good thing, if it keeps visionless Guards like you out of the way."

"Not this again..." Midnight rolled her eyes.

"What, does the truth hurt?" Call smirked. "Well, you can enjoy your times in those cold dark caves while I'm going up in the world. Maybe then you'll see what a waste of a Guard you really ar-"

Call suddenly felt a pain in his chest.

"Gah..." Call groaned, clutching his chest.

"What's wrong?" Midnight frowned.

"I dunno... I suddenly feel this ache in my chest." Call panted. "I must have been running too hard back there..."

Suddenly, walking by, was a black and brown furred Griffon with rather soul-piercing purple eyes. He stood a bit taller than Call, and for some reason, on top of the pain in his chest, he felt a chill up his spine, even more so as the Griffon was glaring fiercely at him.

"Is everything alright, darling?" The Griffon asked Midnight. "Is this old stallion giving you any problems?"

"Nothing I can't deal with, big O." Midnight patted his shoulder. "But thanks for caring."

"My pleasure." The Griffon nuzzled her.

"I would just ignore him. He's not worth it anyway." Midnight declared.

"I suppose you're right." The Griffon nodded, as he gave a nod.

Suddenly, the pain in Call's chest disappeared.

"Hoo..." Call rubbed his chest tenderly. "It passed..." He glanced at the Griffon, uncertain and fearful. "H-hello..."

"I trust you weren't giving Midnight any trouble?" The Griffon snarled.

"O-of course not." Call cringed. "Just some friendly ribbing between fellow Guards, that's all."

"It didn't look so friendly to me." The Griffon shot Call a look that seemed to go right through him."

"Come on, big O." Midnight urged. "I told you, he's not worth it."

"I'd be a fool not to trust your judgment, my dear..." The Griffon smiled tenderly. "Now, how about we use your dinner break to stop by that diner you like, and share a milkshake?"

"Ooh, you old romantic..." Midnight grinned.

"It's easy to be romantic with a mare like you." The Griffon beamed, as he and Midnight walked down the path.

"Lucky for me, huh?" Midnight giggled.

As Call glared after them, Caboose suddenly joined him.

"Yeah, you should probably try not to make fun of Midnight in future." Caboose advised. "I heard her 'boyfriend' is quite the... undertaker. And I'm not talking about the wrestler..."

"No kidding." Call frowned, for once agreeing with him. "I mean, why is it that every time that bloody Griffon comes onto the training grounds, the place gets colder?"

"Maybe he's just really cool." Caboose shrugged.

"That's what I get for expecting a straight answer from you..." Call snorted, as he walked away.

"Buck you, doodie." Caboose scoffed. "That was comedy gold."

Dismissing Call's attitude, Caboose returned to the trials.

At the end of the day, Elite gathered the Guards.

"The trials are almost over." He announced. "And I have almost made my decision. But no matter who I choose, know that you are all marvelous Guards, and it has been my honor to work with you. Until tomorrow, my friends."

"Yes, tomorrow." Call growled, as the Guards dispersed for their homes. "The moment of truth."

"You mean Fletcher's moment of truth." Caboose grinned. "We all know he's gonna win it."

"I can only hope, Lieutenant." Fletcher smiled.

"Hope is all you can do." Call snarled. "I'm gonna win this."

"Based on what?" Caboose snorted. "You've been behind me and Fletcher this whole time. It'll take a miracle for you to pull ahead now."

"The Lieutenant makes a good point." Fletcher nodded. "You may not have what it takes for the position after all, Duty."

"We'll see." Call scowled as he walked away. "We'll see..."

"We all will." Fletcher nodded. "Tomorrow."

"You're gonna do great, pal." Caboose assured him. "I know it. And even if things don't quite go that way, we still have the contingency plan. I won't let you pass up this chance."

"Thank you, Caboose." Fletcher smiled. "You're a true friend."

"I know." Caboose beamed. "Say 'hi' to Dove for me."

"Oh, I will." Fletcher nodded, as he and Caboose went their separate ways.

Fletcher returned to the home he shared with Dove.

"Welcome home, darling." Dove smiled, greeting him with a kiss. "How were the trials?"

"I think they went quite well." Fletcher smiled.

"Looks like you'll be getting that fancy new position after all." Dove chuckled.

"But it's not quite a sure thing yet." Fletcher sighed. "Caboose, Faust bless him, is trying his best not to upstage me, but I might not be able to outpace him in the end."

"I'm sure you'll win." Dove smiled. "And let's face it. That extra money will come in useful when our little project finally comes to fruition."

"Speaking of which... any luck today?" Fletcher asked.

"Sorry, honey." Dove sighed. "Still negative."

"Oh, that's too bad." Fletcher sighed.

"We just have to keep trying." Dove smiled sadly. "I know if we try hard enough, you be able to put a bun in this oven." She rubbed her stomach.

"Here's hoping, right?" Fletcher shrugged.

"Oh yes." Dove sighed. "There's nothing I'd love more than for the two of us to be parents, and raise a foal together. I bet you'll be a great dad..."

"Yeah..." Fletcher agreed, though he trailed off for a bit, before adding "And I know you'll be a wonderful mother."

"Aw, Fletchy..." Dove cooed.

The two kissed deeply.

"We'll get there." Fletcher declared. "I know we will."

"And in the meantime, we can have a lot of fun trying." Dove purred.

"We sure will." Fletcher chuckled.

"Just wait until after dinner." Dove grinned. "We can have some serious fun."

"Not too much, though." Fletcher replied. "Remember, I need to keep my strength up for the trials."

"More's the pity." Dove smirked. "But we can still have an early night..."

"With pleasure." Fletcher nodded.

Though he put on a confident facade, Fletcher carried a lot of uncertainty, both to his potential job, and to the possibility of being a father.

 _'I just hope I have what it takes.'_ He thought. _'For both positions...'_

Meanwhile, in another part of town, a fuming Call Duty was storming down the backstreets.

"Unbelievable." Call snarled, as he kicked a can far down the streets. "How could I be losing to some damn pretty boy, and a dimwitted ex-con? I'm the one who deserves that position! Me! I'm the best damn soldier in Canterlot! I've been serving the Royal Guard for over twenty years! And I swear to Faust, I will be damned f I let Elite choose one of them over me..." He let out a deep breath. "I just need some kind of chance to show him how good I really am..."

"You don't say?"

"What?" Call turned around.

From out of the shadows of a dark alley, Solomon emerged.

"Who are you?" Call snarled.

"Call me... a friend." Solomon remarked.

"Were you eavesdropping... friend?" Call scowled. "I could have you thrown into a cell for spying on a senior member of the Royal Guard, you know."

"I know who you are, Call Duty." Solomon smiled. "Veteran Royal Guardspony. Nearly a thousand arrests to your name. Survivor of countless skirmishes, including the Changeling siege of Canterlot. Not to mention a well-respected role model."

"Or at least, I should be." Call growled.

"I heard that this 'Elite Everest' has been holding trials to choose a new general for the Royal Defense Legion." Solomon declared. "With your skills, you should be a shoo-in."

"You'd think so, wouldn't you?" Call spat. "But no, I've been getting shown up by a couple of young upstarts. They're been taking all of Everest's attention, leaving me with no room to show how good I am!"

"Is that a fact?" Solomon asked.

"You got that right." Call scowled. "I am ten times the Royal Guard both of those punks are combined! If only that damn Director would just see that... if I could just show him..."

"In that case, I think I might be able to help you." Solomon smiled.

"Help me?" Call sneered. "How?"

"By giving you what you need to do what neither of those young upstarts possibly could: Apprehend the Western Shade's pack of criminals." Solomon declared.

"What?" Call asked.

"I know where they're hiding." Solomon grinned. "And I know the secret word required to enter their hideout. And I will tell you all of it."

"Really?" Call smiled, elated. "If I brought those clowns in, it would make my rep forever. It'd show everypony once and for all who's the best Guard in Canterlot."

"That it would." Solomon nodded.

"Wait, what's the catch?" Call frowned. "You wouldn't drop an opportunity like this in my lap unless you wanted something in return."

"Oh, I want nothing in return." Solomon shook his head. "I'm just a concerned citizen who wants those rogues taken down. Of course, if you don't want to hear it, I could find some other Guards who might. The Captain and the Lieutenant, for instance. If they were the ones who imprisoned that gang, it would make them even better candidates for the position of General..."

"Not a chance." Call snarled. "I won't let those two take what's rightfully mine. What I deserve. Go ahead, tell me everything."

"I'm glad to see good sense prevailed." Solomon grinned.

"Just spill it." Call demanded.

"Very well. The Western Shade's little gang hides in a cavern, located five miles south-west of Prairieville." Solomon revealed. "When you reach the tallest cliff face of a rocky peak, walk right up to it, and say 'open sesame'."

"And that's all there is to it, huh?" Call declared.

"Oh, yes." Solomon nodded. "Now, I have it on good authority that the Western Shade is not among his lackies at the moment, and won't be for the next few days. All the same, I'd advise caution. Bring as many of your fellow Guards as you can, because I promise you, it won't be an easy fight."

"We'll see about that." Call smirked. "Thanks for the intel, pal. Rest assured, I won't forget this..."

"Just doing what I can to make Equestria a safer place." Solomon shrugged. "Good luck."

"Thanks, but I won't be needing it." Call sneered. "See ya... friend."

"I should be the one thanking you... you arrogant fool." Solomon smirked, as Call walked away. "Thanks to your petty desires for greatness, I'll be killing two birds with one stone on this trip..."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	10. The Black Party

**Shades Of The Past**

 **Chapter Ten: The Black Party**

 _Flashback..._

It was a quiet sunny afternoon, as Black was in Belle's backyard, chopping logs, humming a little tune to himself.

After that magical first night of sharing a bed, he and Belle had had even more intimate and beautiful moments together. They spent every moment they could side by side, content to share their love for each other. In truth, Black had never felt happier in his entire life.

"Who'd have thought falling off a cliff could lead to all this?" Black chuckled, as he split another log.

After finishing his work in the backyard, Black went inside to take care of some other chores. Usually, he would consider such menial tasks to be beneath him, but he enjoyed helping to keep the home he now shared with Belle clean and tidy. He dusted the shelves, took care of the laundry, and even did a little ironing, all the while whistling a jaunty tune, totally content.

 _'Look at me.'_ He smirked. _'I'm a regular house-husband. Now, just gotta take care of the sweeping, and I'll be done...'_

Grabbing a broom, Black started sweeping up all the dust on the wooden floors. Suddenly, he heard a door knock.

"Coming!" Black called. After all that time spent with Belle, he was no longer worrying about anypony coming by to bring him in.

After all, as far as the world knew, Black Knight Paladin was dead, and he was okay with that. It meant no more secrets, no more acting, and no more killing. He was happy where he was, and there was no one that was going to make him leave this life.

Black opened the door.

"Hey, can I help-"

Black immediately paused, as he was faced with a cloaked stallion. Despite his face being covered up, Black could easily recognize him.

"You." Black gaped.

"Hello, Black Knight. It has been a while." The cloaked figure declared.

"Wha... what are you doing here?" Black asked.

"It's simple really." The cloaked stallion declared. "I have come to bring you home."

...On second thought, there was only one stallion that could make him leave this life.

That evening, Belle returned to her home, quite giddy. She had just come back from a doctor's appointment, having received some very wonderful news: She was pregnant.

 _'Wait until Black hears this!'_ She thought excitedly. _'We're going to be parents! Sure, it'll be out of wedlock... unless he proposes... that would be nice, if unlikely...'_

Belle entered her home.

"Black! I'm home!" She called. "You'll never guess what..."

However, Black wasn't there to greet her, as he had done countless times.

"Black?" She looked around.

Belle looked all around the house, and in the backyard, but saw no sign of him.

"Where could he be?" She asked herself.

As Belle returned to the living, she saw something she hadn't noticed before: A letter on the table. She picked it up, and began reading.

 _Dear Belle,_

 _If you are reading this, then you will find that I am gone. I am afraid to tell you that I cannot stay here anymore. Nor can I tell you where I am going or why._

 _I wish that there had been another way. Truly. These last few months have been the greatest of my life, and it hurts me that I have to leave the one I love more than anything._

 _I love you, School Belle, but we will probably never see each other again. It breaks my heart to do this, but I must leave you. Just know that I am doing this for your own good._

 _I'll never forget you... but you should forget me. Find somepony new, live a long, happy life, and know that mine will always be richer for having known you._

 _Love always, Black_

 _...I'm so sorry._

Belle's tears splashed onto the letter, smearing the ink.

 _'He... he can't have left, just like that...'_ Belle thought, shattered. _'Not after everything we've been through...'_

Distraught, the mare collapsed on the couch.

"Oh, Black..." She sniffed, stroking her stomach. "It's not going to be that easy to forget you..."

 _The present..._

Luckily for Shade, it was a cloudy morning, so he wasn't awoken by a glaring light.

 _'Finally, I get to sleep in...'_ He thought.

But Shade thought too soon, for the sound of some commotion outside kept him from his lie in.

"Typical..." He groaned, getting out of bed.

As Shade went out into the hallway, he saw numerous servants rushing about, carrying decorations and pushing carts full of bowls, plates, and glasses.

"What the buck is going on here?" He wondered.

Shade entered the dining room, noticing that Celestia was there once again. The two barely acknowledged each other.

"Morning, Shade." Shine smiled.

"Morning." Shade said flatly. "What's with all the action going on today? You're sure putting those poor servants of yours through their pacing."

"We are making final preparations for a local celebration." Celestia declared. "One that we will be holding tonight, in fact."

"You don't say..." Shade snorted. 'Probably some fancy cotillion, or something lame like that...'

"Oh, yeah." Shine nodded. "We'll all be pretty busy. In fact, I was hoping you could give me a hoof with things in the ballroom."

Shade was tempted to say 'no', but the hopeful look on Shine's face overrode his desire to refuse.

"Sure, why not?" He sighed.

After breakfast, Shade followed Shine into the ballroom.

"Okay, we just gotta set up some of the decorations, put up the silk curtains, organize the buffet tables..." Shine rounded off.

"Oh, is that all?" Shade joked.

"Hey, the sooner we start, the sooner we finish." Shine chuckled.

"Yeah, yeah..." Shade sighed, as he reluctantly went to work. "So, what is this party for again?"

Shine froze for a second, pondering on just what to say.

"It's... a celebration of a great victory." He said finally. "And not just for Canterlot, but all of Equestria."

"Really?" Shade asked.

"Yes." Shine nodded. "It started at a summit in the Crystal Empire. We were attacked by a would-be despot known as Red Eclipse. He had managed to merge with the horn of the dreaded King Sombra, and used its power to drain the Princesses and Queen Chrysalis of their magic. Using an army of shadow ponies, Red Eclipse attacked places all over Equestria, seeking the pieces of an ancient artefact known as the Crystal Sun, which would have granted him infinite power."

"Yeah, I heard a little something about that." Shade mused. "You managed to beat him, didn't ya?"

"It wasn't easy, but... yes." Shine nodded. "Red Eclipse was defeated, and peace returned to Equestria."

"So what happened to him after that?" Shade asked.

"Let's just say he won't be bothering anypony any more." Shine sighed. "Now, that's enough history for today. We still have work to do."

"You got it." Shade nodded. "At least now I know this is for something important, and not just throwing a fancy party for the sake of throwing a fancy party."

"You'd be surprised how little we actually do that." Shine snarked.

The two worked in silence for a few more moments. Then, a nagging thought that had laid in the mind of one for days bubbled to the surface.

"Shine, can I ask you something... personal?" Shade inquired.

"What is it?" Shine asked.

"What do you even see in that wife of yours, anyway?" Shade asked.

"Excuse me?" Shine frowned. "What's that supposed to mean?"

"Nothing really..." Shade murmured. "It's just... you act like Celestia is so special, that she's this great pony, but over these past few days, she's been nothing but awful to you. I mean, what's the deal? What's so great about her that you would give up your old life to be with her?"

"It's a long story." Shine declared. "And we need to finish all this."

"I got time." Shade shrugged. "And you can talk while we work."

"Well... it all started about ten years ago." Shine recalled. "I came to Canterlot seeking the Princesses' help. You see, I was a blank flank right through to adulthood."

"Seriously?" Shade snorted.

"Yes." Shine growled. "I was so desperate to get my Cutie Mark, I came all the way to Canterlot for help. But I pushed myself too far, and wound up crashlanding right outside the castle. Celestia had me stay in the castle while I healed. But it turned out not even the Princesses could get me my Cutie Mark. That was a rude awakening, but over time, it started to get less painful. Celestia and I started getting... closer."

"Did you now?" Shade cringed.

"Yeah." Shine nodded. "From the first moment I saw her, I felt this overwhelming emotion. I knew she was a Princess, and I was just a country pony, but there was just... something there. Then came this incident with Blueblood, who was mocking my blank flank..."

"He was?" Shade asked, genuinely surprised. Despite his prejudice against royals, nothing he'd seen of Blueblood so far suggested that he indulged in such mockery.

"Let's just say things were... different back then." Shine shrugged. "But Celestia gave me support in that dark hour. With every passing day, I saw her less as some great ruler, and more as the most wonderful mare I'd ever met. Three months after I arrived at the castle, my wings were finally healed, and I could go home. But, with a little encouragement from Luna, I decided to invite Celestia to a home-cooked dinner, and tell her how I felt."

"And how did that work out?" Shade asked.

"Not as well as you'd think." Shine admitted. "We actually kissed for the first time that night..."

"Bet you were pretty proud of yourself." Shade smirked.

"Actually, I ran off right after." Shine recalled. "I didn't think I was worthy of her, so I just ran into the forest with my tail between my legs. But Celestia followed me, and in the heat of the moment, I spilled my heart out to her, told her everything I had been feeling, like how I believed we were too different to be together. But then, we were surrounded by Timberwolves..."

"Ooh, this story's starting to pick up." Shade whistled.

"We were attacked from all sides." Shine declared. "I saw the alpha going for Celestia, so I pushed her out of the way, taking the hit myself. That really made her angry. She blasted the Timberwolves away in seconds. Then she turned her attention to me. She couldn't understand why I was ready to sacrifice myself for her. Well, I just told her what my father told me: That a Paladin defends what he believes in, and I believed in her. I finally plucked up the courage to tell her I loved her, and we kissed again... only that time, I ended up getting my Cutie Mark out of it."

"Seriously?" Shade gaped. "What, is your special talent kissing?!"

"No." Shine chuckled. "My special talent is to defend the ones I love... like Celestia..."

"Okay, while that is kind of nice, it's also unbearably mushy." Shade cringed.

"Mushy or not, that's how it is." Shine smiled. "Celestia and I started dating, then I proposed, and then we were married. And we've been together ever since."

"Y'know, technically, you haven't answered my question yet." Shade pointed out. "Why do you put up with that stuck-up, critical mare?"

"Look, Celestia may have been a little harsh lately." Shine admitted. "But that's not who she is most of the time."

"Which is?" Shade prompted.

"She's the most kind, caring, compassionate and loving mare I've ever met." Shine smiled lovingly. "She's my soulmate. Even with our occasional disagreements, I would never want to be apart from her, ever."

Unbeknownst to them, Celestia had entered the far side of the ballroom, and overheard Shine's words. Slipping back into the hallway, she felt a pang of guilt for the way she had been treating her husband in recent weeks.

 _'Maybe I've been too harsh with Shine lately...'_ She thought. _'We've been together so long, I've taken him for granted, and forgotten how much he really cares for me... Black may have been an awful pony, but I shouldn't let him get between me and Shine...'_

Meanwhile, Call and a number of Guards he had personally brought along made their way to the Fifty Thieves' hideout.

"This is the spot." Call smirked.

"But there's nothing here." One Guard frowned.

"Now." Call nodded. "But watch..." He stood before the rock face. "Open caraway!"

Nothing happened.

"And there's still nothing here." A second Guard snorted.

"When I get a hold of that no-good..." Call seethed, as he turned.

"I thought you said it was 'open sesame'?" The first Guard asked.

There was a loud grinding sound, as the rock face opened. Solomon turned back.

"Oh, yes..." He smirked widely.

Over in the courtyard, Elite addressed the crowd of Guards once.

"In light of tonight's celebration, we're going to take things down a notch today." He announced. "We'll go through some of the basics: Hoof-to-hoof combat, stealth, that sort of thing. Don't want to get all tuckered out before the big party, right?"

The Guards cheered, looking forward to the party like everypony else.

"Fletcher, Caboose, you're with me." Elite added.

"Of course, sir." Fletcher nodded, as he and Caboose split from the other Guards

"Hey, where's doodie?" Caboose asked.

"Yes, I didn't think he'd miss an opportunity to try and show us up." Fletcher frowned. "Perhaps he's ill..."

"Actually, I believe Duty was called away on a raid of some kind." Elite declared.

"Heh, I pity the poor saps that have to deal with him." Caboose smirked.

"Better them than us." Fletcher grinned.

"Speaking of 'us', the two of you have been very impressive these last few days." Elite smiled. "Honestly, I'm having a hard time deciding which one of you I should pick for the position."

"Oh, definitely Fletcher." Caboose urged. "He really deserves it."

"Caboose..." Fletcher chuckled.

"Your loyalty is admirable, Lieutenant." Elite smiled. "No matter which of you I choose, it'll still be a shame to break up such a close partnership."

"Hey, as long as my pal's happy, I'm happy." Caboose shrugged.

"No matter what, I shall respect your decision, sir." Fletcher declared. "I won't hold it against you if you don't choose me."

"That's good to know." Elite smiled. "But I'm not quite there yet. There's still time for one of you to pull ahead."

"Let's hope so." Fletcher nodded.

"Now, how about taking another crack at the obstacle course?" Elite asked. "At double speed this time?"

"With pleasure." Fletcher grinned.

"Bring it on!" Caboose cheered.

"That's the spirit." Elite chuckled.

Meanwhile, sitting not far from outside the Canterlot Castle was a rather ominous carriage, made of silver and ivory, and pulled by two brawny Earth Ponies. Sitting inside the carriage was none other than Solomon, who was simply watching the front gates.

"Enjoy yourselves while you can, my dear royals." Solomon smirked. "Soon, you will finally be toppled from your self-appointed seats of power..."

Suddenly, there was a ringing sound. Solomon at first thought it was his magic mirror... only to remember that the carriage had a built-in phone system (for versatility reasons, Loveless once claimed). Solomon aptly answered it.

"Hello, this is Solomon Thunder speaking." Solomon said coolly.

"SOLOMON! WHAT THE BUCK?!"

Solomon cringed, recognizing the voice of his old "friend" Scirocco.

"Scirocco, nice to hear from you." Solomon said politely.

"Solomon..." Scirocco snarled, as he was calling from a phone outside a nearby bar. "Mind telling me how a whole bunch of Royal Guards came and found our hideout?"

"Oh, that must had been Call and his men. I sent them there." Solomon admitted.

"What?" Scirocco gaped, "Why would you do that?! Those buckers came in and destroyed everything! They got almost everyone! Only lardo, fortune cookie, the rope dude, the sword guy, the triplets, and I were the only ones who made it out of there in one piece! Everything is ruined!"

"Now, now, Scirocco, calm yourself." Solomon soothed. "It is all a part of my plan."

"Oh? And how do you figure that?!" Scirocco snapped.

"Simple. The raid that was simply a means of weeding out all the weak links in 'our' team. I mean, for crying out loud, do we really need fifty thieves?" Solomon reasoned.

"...Well, I admit, there were always so many of us." Scirocco grimaced, before scowling. "But that gave us strength in numbers. Now we have nothing."

"Oh come now." Solomon smiled. "Look on the bright side: for all the spoils you will be getting, you only have to split it eight ways... six ways if you don't count three for the triplets. That will be very pleasing knowledge, given what we are planning."

"...And what are you planning?" Scirocco frowned.

"Oh, a simple pillaging..." Solomon began. "...On a city I like to call...Canterlot."

"Whoa, Canterlot?!" Scirocco grimaced. "After what just happened to us?"

"What's the matter?" Solomon asked, "I thought you wanted to go back to the days of attacking towns and robbing their riches."

"Yeah, but that was back when we had actual power." Scirocco snarled.

"And you will. Don't think you and the others will be going at this alone." Solomon smiled. "I shall be offering my own brand of help. The help... of the Forefathers."

"The who now?" Scirocco frowned in confusion.

"The Forefathers. It's a organization that I became a part of shortly after..." Solomon felt a twitch in his eye. "...Our parting. I will be bringing with me some of my operatives and a certain 'tool' that can do what fifty ponies couldn't."

"What happen to splitting it only eight ways?" Scirocco pouted.

"Oh, I have no need for money." Solomon shook his head. "All the riches will be yours for the taking. And we will all get to partake in a little bloodshed."

"...Okay, now you're speaking my language." Scirocco declared. "When do we do this heist?"

"Soon." Solomon answered. "I will let you know when the time is right. Just... hang in there until I come by. Okay?"

"...Okay. Just don't let us down." Scirocco frowned, as he hung up.

Solomon hung up his phone and gave a snide chuckle.

"Oh, trust me, 'friend', by the time we're done, everything will be as it should be." Solomon sneered.

The sounds of carriage wheels turning caught his attention, as a dozen prison wagons came rolling through the castle's gates, each filled to the brim with the recently captured Fifty Thieves.

"And that's my cue to step in once again." Solomon smirked.

After two hours of processing and moving prisoners around, a total of forty one ponies were placed into a few big holding cells, beside themselves with anger and grief at their capture.

"This can't be happening!" One growled. "We're the Fifty Thieves!"

"How did the Guards know where to find us?" Another asked.

"Somepony must have blabbed!" A third snarled.

"But who?" A fourth asked. "We're supposed to be a team!"

"Clearly, somepony didn't feel the same way." The first thief snarled.

"You don't think Shade sold us out, didn't you?" One thief murmured.

'No, he couldn't have! Shade loves us!" Another thief yelled.

"Then why did he leave?" A further thief growled. "And just before that raid, I might add?"

"That's... a coincidence!" A fifth thief insisted.

"Is it?" A sixth thief glared.

"Yes!" The fifth thief growled. "Shade always saw us as family! He'll come to save us, just wait and see!"

"I hope you're right." The first thief frowned.

In the next room, Call was busy congratulating himself.

"Oh, just wait until Elite gets a load of this." Call smirked. "Forty-one arrests in one afternoon. Suck on that, Captain and Lieutenant!"

"Well, you look to be in higher spirits."

Call quickly turned to see Solomon standing by the door.

"Ah, you again." Call grinned. "Thanks again for the tip, 'informant'. Now that position is good as mine! Just call me General Duty!"

Solomon had to stifle a laugh from the name Duty.

"Well, while forty-one collars indeed adds a lot of points towards getting that position..." Solomon began. "Why risk not getting it still and guarantee your shot at the position?"

"How do you mean?" Call frowned.

"Well, in case you haven't noticed, you don't have the Western Shade." Solomon pointed out.

"Um, yeah, because you said he wasn't there." Call glared. "Nothing I can do about that."

"Not necessarily." Solomon revealed. "What if I were to give you the Western Shade as well?"

"...If you could, why didn't you mention anything before?" Call asked.

"To be blunt, I wasn't sure if you could nab the others first." Solomon shrugged, "Western Shade is as tough as forty-some thieves you know."

"Nice to know you had such faith in me." Call scowled.

"But the Western Shade will be far easier to capture." Solomon declared. "For you see, he's right here, in Canterlot."

"He is?!" Call gaped.

"Oh, yes." Solomon nodded. "He's staying at the castle, under his true name... Shade Paladin."

"Wait... you mean Shine's annoying cousin... is the Western Shade?!" Call gasped.

"The very same." Solomon nodded.

"Well, that would be just dandy!" Call smiled... before it disappeared. "But what proof do you or I have of this? I doubt 'Prince' Shine will just let me arrest Shade. He is royalty you know."

"But that's just it. Shine knows he is the Western Shade. So does the Captain and the Lieutenant." Solomon smirked.

"Wha-what?!" Call gaped, "If that's true, then how do you know all this?!"

"Does it matter how I know?" Solomon asked. "I am offering you a chance to capture the Western Shade, disgrace your adversaries, and achieve that coveted position of General you want so bad. Isn't that good enough?"

"It is..." Call murmured. "But... I dunno... how do I know I can trust you?"

"I gave you that wonderful tip about the rest of the Fifty Thieves, didn't I?" Solomon pointed out. "I could have told anypony, but I told you. And do you know why?"

"Enlighten me." Call declared.

"Because I see you for the great stallion you are." Solomon replied. "You have served Equestria for so many years, and received practically nothing in return for all your hard work. Such a miscarriage of justice..."

"Yeah, it is..." Call admitted, his ego swollen by Solomon's compliments. Though he was still hesitant to believe his mysterious benefactor.

"I thought it was time to change all that." Solomon nodded. "After you bring in the Western Shade, nopony will be able to ignore your accomplishments. You will go down in history as the greatest Royal Guard ever, as you were always meant to."

"I will, won't I?" Call smiled.

"Yes." Solomon nodded. "I guarantee it."

"Alright then." Call smirked. "If you'll excuse me, I have to go perform my duty..."

Call left the room, leaving Solomon smirking.

"All too easy..." Solomon gloated.

As the sun set, the party at the castle began.

"Thank you all for coming, everypony." Celestia announced to the gathered crowd. "This day marks one of the most victorious moments in Equestrian history, and we are glad you could all be here to celebrate. Now, let's have some fun!"

The crowd cheered, as the party began in earnest. Shine and Shade entered the ballroom, Shade looking quite uncomfortable in a borrowed suit.

"Do I really have to wear this thing?" He griped, tugging at the collar.

"Yes, you do." Shine nodded. "This is a formal event, and you should dress accordingly."

"Like the way I dress would impress these guys." Shade frowned.

"It's not about impressing everypony." Shine countered. "It's about making an effort."

At that point, Elite, Caboose, and Fletcher joined them.

"Good highness, your highness." Elite smiled.

"Hello, Elite." Shine smiled. "Hope you're enjoying the party."

"Indeed I am." Elite nodded. "Marvelous event. And such good company..."

"You know, I expected more guests." Caboose frowned. "Where are the other royals? Twilight, Shining, and the others."

"They couldn't make it." Shine shrugged. "They had... prior commitments in their kingdoms."

"That's a shame." Fletcher sighed.

"Yeah, I was hoping Shade could meet them." Shine noted. "It could help him see the better kind of high society."

"You don't hear me complaining." Shade sneered.

"But that doesn't mean you can't get a taste of it right here and now." Shine smiled. "Why don't you put yourself out there?"

"For these snobs?" Shade spat. "Fat chance."

"Come on, Shade." Shine urged. "Give it a chance. Go and mingle. Talk to those 'snobs'. They just might surprise you."

"Well, I'm not getting my hopes up..." Shade snorted, as he reluctantly made his way over to the crowd.

"Hey, folks." He said without enthusiasm. "How's it going?"

"Good evening, fine sir." Fancypants said pleasantly. "I trust you're enjoying the festivities?"

"Yeah, I guess." Shade shrugged.

"Aren't you that relative of Prince Shine's?" Fleur Dis Lee asked.

"You know about me?" Shade asked. "How?"

"Actually, that would be my fault." Constell admitted, as he and her husband Luxury approached. "I told Luxury about you staying at the castle, and he told his parents a little about you."

"Hope I didn't overstep the mark." Luxury apologised. "My folks are pretty big fans of your cousin."

"As long as you didn't tell them too much." Shade admitted.

"He did mention you were from Prairieville." Fancypants declared. "Marvelous little place, in my opinion."

"You've actually been there?" Shade asked, surprised.

"Oh, yes." Fleur nodded. "We took a trip down there last winter, and stayed at a lovely inn on fourth street. They have the best sarsaparilla we've ever tasted."

"I know that place." Shade admitted. "And yeah, that stuff is great."

"It's always refreshing to meet a regular pony at these overstuffed events." Fancypants admitted. "There's a sense of honesty and down-to-earth pleasantness you don't get around here usually."

"Yes, such a breath of fresh air." Fleur agreed.

"Oh... thanks." Shade smiled, genuinely appreciative of their compliments.

"If you'll excuse us, we'll be hitting the dance floor." Fancypants smiled.

"It's been far too long since we last cut a rug, Fancy..." Fleur purred.

"Don't cut us out." Luxury grinned.

"Later, Shade." Constell beamed, as Luxury led her over.

"Yeah, later." Shade smiled.

Meanwhile, Shine joined Celestia by the stairs.

"Things are looking... good, aren't they?" Shine asked, trying to make small talk.

"Yes." Celestia said awkwardly. "Rather a nice turnout."

"Nice to see so many ponies enjoying themselves." Shine nodded.

The two stood in silence for a moment.

"...Shine, I'm sorry I've been so hard on you lately." Celestia sighed. "It's just... I know Black is a sensitive subject, for both of us."

"Yeah." Shine nodded. "And I know I've been a little defensive lately."

"And I haven't exactly given your cousin a real chance, either." Celestia sighed. "It was wrong of me to do it. I know how important family is to you."

"Well, Shade isn't the easiest pony to get close to, I'll admit." Shine nodded.

"But I'm willing to at least try." Celestia revealed. "For your sake."

"Thanks... cherryblossom." Shine smiled, using his pet name for her for the first time in days.

Across the ballroom, Shade was talking with Dull Blade and some other Guards.

"Hey, Shade." Dull grinned. "Having fun?"

"Maybe a little." Shade shrugged. "Must be nice to get out of those tin cans you call armor, huh?"

"Except for the part where we gotta wear these monkey suits." One Guard snorted.

"You're preaching to the choir." Shade grinned. "Hey, where's the crabby old jerk? Call something?"

"He said he had to check some old files." Dull revealed. "Not that I'm complaining."

"Me neither." Shade smirked. "The last thing this party needs is that sadsack."

"This party and us." Another Guard sneered. "What we need is more stallions like you."

"This again?" Shade snorted.

"Hey, would it really be so bad?" Dull asked. "Putting those skills of yours to good use, defending innocences, taking down crooks..."

"Plus, you'd get to hang out with us." The second Guard added. "It's win-win."

"It'd be a bright future, that's for sure." Dull added. "I may not be that great a Guard, but I know potential when I see it. A great guy like you would really go far..."

Dull's words only reminded Shade of his original criminal intent, which made him very uncomfortable.

"Would ya excuse me?" Shade asked awkwardly. "I gotta... use the bathroom."

After getting a good way away from the Guards, Shade slouched against a column, conflicted with himself.

"Dammit, Shade, you're getting in way too deep." Shade grimaced. "What do I do? I... I can't go through with this... not after what those guys said. They actually admire me... and Shine... he's been nothing but patient with me all this time... but I can't just quit. What will Scirocco and the others say? They admire me...well, maybe not Scirocco, but the others do, and I'd be giving them the middle-feather if I knowingly let them down. And mom..."

Suddenly, he remembered what Shine said earlier. About asking Celestia for help.

"Oh, geez..." Shade groaned, as he gazed at Celestia, who was busy talking with Shine. "I can't ask her for help. Not after how I acted... then again, if what Shine said was true, maybe she might." He sighed. "Well, other than my pride, it shouldn't hurt too much. If I can at least get her to help me with my mom, then maybe I can try and smooth things over with the guys. Maybe quit and give my position over to Scirocco. Better that than having the guy kill me for it..."

He felt a little grumble in his stomach.

"...I shouldn't try to make a life-changing decision on an empty stomach." Shade said simply, as he eyed the buffet table. "Maybe some food will help me work up the guts."

Shade made his way to the buffet table, helping himself to cucumber and cress sandwiches.

"Hmm... well, if this trip taught me one thing about rich folks... they do make some nice grub." Shade smirked.

As he continued eating, he couldn't help but overhear next to him, none other than than Black Marble, one of Canterlot's worst snobs, complaining about the food.

"Ugh, such pedestrian fare!" He scowled. "Whoever prepared this needs to be fired!"

"Hey, cool it, pal." Shade growled. "Whoever made this stuff worked pretty hard on it."

"Not hard enough." Silver Frames declared, having been right next to them. "This is supposed to be a top-rated event. It deserves better."

"It deserves better guests, that's for sure..." Shade snorted.

"What was that?" Silver Frames growled.

"Aren't you that cousin of Prince Shine's?" Black Marble asked. "From some hick town out in the desert?"

"I wouldn't put it quite like that." Shade growled. "But yeah, that's me. Gotta problem?"

At that moment, a waiter tripped, spilling some sandwiches over Golden Gavel, who also happened to be in the vicinity.

"Watch where you're going, you clumsy idiot!" Golden reprimanded him, shoving him.

"Hey, leave him alone!" Shade growled. "It was an accident."

"You'd expect the quality of help around here to be a little higher." Swan Song joined the group at the same time the waiter made himself scarce. "What are the royals thinking, hiring an uncoordinated lout like that?"

"Maybe they thought the guy deserved a decent wage." Shade snarled. "Not that you richies would know anything about actually making a living..."

"Well, aren't you full of yourself?" Golden sneered. "Some commoner nopony, talking to us like that?"

"Full of myself?" Shade snorted. "That's rich coming from you, ya walking ego."

"Such atrocious manners." Swan Song declared. "What would your cousin say?"

"Well, I sure as hell know that he wouldn't take your crap!" Shade snarled. "I mean, Faust, this is why I hate rich ponies."

"And what exactly do you got against rich ponies?" Golden growled.

"Oh, let's see..." Shade fake-pondered. "You act like you're Faust's gift to the world, ostracize those who are less fortunate, squander wealth and food that would be best applied elsewhere, abuse your advantages at the cost of others' livelihoods, and I do not want to know about all the abuse you deal onto your kids with that kind of crap."

"How dare you!" Silver Frames snarled. "We do not abuse our children!"

"Yeah... only stuff them into rehab." Black Marble growled, remembering the dirty secrets Vinny Napoleon had spilt a while back.

"Or disown them for mounting other stallions." Silver Frames glared back.

"The point is... you can't fault us for being born the way we were. In the end, all ponies are equal." Golden Gavel sneered. "But some are more equal than others. Wrap your commoner's head around that."

"Oh, don't you dare drop that _Animal Farm_ crap on me! My mom was a teacher, you Faust-damn bucker!" Shade snarled.

"You insolent cur!" Swan Song growled. "You think you can insult us? We are the pinnacle of Equestrian high society!"

"Oh, if I want, I could take you out back and feed your nuts and teats to your face." Shade growled. "And you guys wonder why ponies like the Napoleons rob you. You buckers deserve every Faust-awful thing dealt upon you!"

"Don't you bring those buckin' rats into this." Golden Gavel was beside himself with anger. "It's bad enough having that Dusty harlot as a royal now. We might not be able to deal with the Napoleons, but we won't take crap from you, even if you're a Paladin."

"And I don't have to take crap from you, no matter how much money you have!" Shade growled.

"What is this ghastly cacophony?" Upper Crust sneered, as she and Jet Set joined them.

"Just some common filth with ideas above his station." Black Marble sneered.

"You again." Jet Set glared at Shade.

"Oh, you remember me?" Shade snarled. "I'm honored you'd recall a 'commoner' like me. I was sure we were invisible to you, you snob."

"A pony like you needs to learn his place." Upper Crust sneered. "Canterlot is not a town for your sort."

"My 'sort'?" Shade smirked. "What's that supposed to mean?"

"Exactly what you think it means." Jet Set glared. "I happen to know for a fact that I was missing some Bits after you bumped into me."

"That doesn't mean anything." Shade retorted.

"Doesn't it?" Jet Set seethed.

"I'm sure wherever that missing money went, it's in far better hooves than yours." Shade declared coldly.

"My, you have a very twisted sense of how the world works, don't you?" Jet Set glared. "You know, by giving money to those urchins, you are only encouraging them to be more pathetic and less deserving of life."

"Well, unlike you, I don't act like the world owes me a living." Shade growled. "I got where I am on my merits and skills, not the size of my wallet. And unlike you, I don't treat ponies like garbage!"

"Don't you think that's a little hypocritical?" Upper Crust gave a snide smirk. "You are saying that because 'we' act better than you, 'you' think are you better than us."

"Maybe you're right." Shade shrugged. "But at least I can admit it. You guys just walk around with your heads up your butts all day."

"How vulgar." Silver Swan grimaced.

"It's true, though." Shade smirked. "You richies are nothing but a bunch of walking egos, thinking you're the greatest pones around, strutting around like your farts don't stink."

"Such atrocious manners." Swan Song declared. "What would your cousin say?"

"Then again, it wouldn't be the first time one of the Prince's relatives caused trouble around here." Black Marble muttered. "Take the Crystal Sun incident for example. That Black Knight came roaring in on this town, attacking innocents, and wanting to rule Equestria himself. And to think that Celestia married his nephew."

"You said it." Jet Set grunted.

Immediately, Shade's ears twitched, having heard his father's name. Surely he must have heard wrong.

"You..." Shade chuckled, though a bit awkwardly. "You might want to get your facts straight. This Crystal Sun thing happened because of a guy named 'Red Eclipse'."

"Oh, silly boy, that dumb name was just a pseudonym." Silver Frames scoffed. "Simply put, Red Eclipse and Black Knight Paladin are the same pony: a psychotic brute that nearly destroyed Equestria, and probably, and pardon my coarse language, a crapstain on that commoner's bloodline."

"No..." Shade whispered, unable to accept what he was hearing. "It couldn't be... there must be some mistake. Black couldn't be..."

"Everypony saw him." Jet Set growled. "He came and imprisoned the entire royal family, sicced an army of these awful shadow creatures on Canterlot, Ponyville, and that filthy hive, not to mention he nearly killed Celestia's daughter."

"Miracle?" Shade gaped. "No... not her..."

"Oddly enough, that's not the worst part." Upper Crust sneered. "The worst part was that we had to accept help from those Napoleons. Because of their 'contributions', they got pardoned, and now, we have to live next door to one of them."

"Black couldn't have done that..." Shade frowned.

"Black was a traitor to his own country, and his fellow ponies." Jet Set declared. "I'm just glad Celestia had a hoof in his downfall."

"...What?" Shade froze.

"Yes, she had him arrested after he destroyed this little town in Saddle Arabia, or some other desert country." Upper Crust nodded. "Then he tried to assassinate her, only to be stopped by his own brother, White."

"Black was thought to have died in the confrontation." Jet Set noted. "We all hoped we'd seen the last of that psychopath... then he resurfaced with that ridiculous 'Red Eclipse' persona, and tried to take over Equestria by using that Crystal Sun and stealing the powers from the Alicorns, and even..." He sneered. "Queen Chrysalis."

"Fortunately, Celestia temporarily passed her Alicorn power onto one of her Guards, so Black couldn't steal it like the others." Upper Crust recalled. "That Guard passed that power on to Prince Shine, and even helped raised an army against Black. In fact the Guard actually made the killing blow... right after Shine beat that filth to a bloody pulp."

With every word, Shade grew more distraught.

 _'No...'_ He thought, on the verge of tears. _'That can't have happened...'_

"You actually look a little like him." Golden noticed. "What side of Prince Shine's family are you from again?"

"None of your damn business!" Shade yelled.

"Watch your tone." Swan Song sneered. "Shine may be a Prince, but you're not. And that uncle of his was far worse. He was evil."

"A monster." Golden nodded.

"A demon." Silver Frames added.

"Absolute scum." Black Marble agreed.

"Let's just be glad that fiend never had a chance to reproduce." Jet Set sneered. "Though anypony who would sleep with him would have to be insane. To say nothing of how degenerate the spawn would be..."

"SHUT UP!" Shade yelled, grabbing Jet Set by the collar and throwing him onto the table. This immediately attracted the others' attentions. Especially Shine, whose blood went cold upon the sight.

"Oh buck." Shine gaped.

"Ugh, you filthy-" Jet Set growled... only to be cut off by Shade's hoof.

"Shut up!" Shade snarled, tears filling his eyes, as he began pummelling him in the face. "Just shut up, shut up, shut up!"

"Good heavens, he's gone mad!" Upper Crust cried. "Somepony, do something!"

The other snobs stood there, horrified by Shade's fury.

"That's enough!" Shine tried to hold Shade back, his cousin beside himself with fury.

"Let... go!" Shade roared.

"Gah..." Jet Set gasped, his glasses broken, his face bruised, and snout bloody, as he glared furiously at Shade. "You damn chicken hick! I will have you arrested!"

"GO AHEAD AND TRY IT, CONEHEAD!" Shade screamed, struggling to break from Shine's hold. "I WILL BLOW YOUR BUCKIN' FACE OFF!"

"Shade, calm down, he's not worth it!" Shine pleaded.

"I will not stand for this!" Jet Set yelled. "Prince Shine, I demand you arrest this filth."

"You're not in a position to demand anything." Shine glared at him. "You would do well to keep your mouth shut in future, or you'll be the one getting arrested. Got it?"

Jet Set was so thrown by the venom in Shine's words that he couldn't speak.

"Good." Shine nodded. "Come on, Shade. Let's go."

"Whatever." Shade growled, as Shine led him away from them. "There are other ponies I have to talk to anyway."

"What's going on here?" Celestia intercepted them.

"Speak of the devil." Shade sneered.

"What is the meaning of this?!" Celestia demanded. "Why did you just brutalize one of my guests?!"

"Oh, what do you care?!" Shade snarled at her. "You, who seems to enjoy revelling in others' demises!"

"What is that supposed to do with anything?" Celestia glared, "Why are you so upset?!"

"Because I know what kind of deathmonger you really!" Shade snarled.

"What?" Celestia gaped.

"Yeah." Shade spat. "I know the deaths you're responsible for. Did it never occur to you that there were ponies out there who cared about those you've had killed? No, because you don't see ponies. You see rabid animals that need to be put down. So much for the kind and compassionate Princess. You just kill anypony who gets in your way!"

"I... I..." Celestia spluttered, stupefied by his anger.

"I. BUCKIN'. HATE. YOU!" Shade roared.

"Okay, that's enough." Shine pulled Shade away. "Time to cool down."

"Shine!" Celestia called out to him.

"I'm sorry, Shade." Shine said meaningfully as he pulled Shade out of the ballroom.

"Oh... what have my actions wrought?" Celestia sighed, distraught by what had just happened.

Elite glanced across the room, giving Celestia an odd, sympathetic look. The other Guards were just confused.

"What just happened?" Dull asked.

A good distance from the ballroom, Shine dragged Shade from the ballroom, before Shade had enough.

"Let go of me!" Shade snarled.

"Shade, what is the matter with you?!" Shine glared. "Attacking another pony, screaming at my wife?"

"I know the truth, Shine!" Shade growled.

"Truth? What are you-" Shine immediately stopped, realizing full well what he meant.

"So you _did_ know." Shade snarled, though tears were now streaming down his face. "Black Knight was Red Eclipse... the same pony who nearly killed so many ponies... the same pony that Celestia convicted so many years ago..."

"Shade... I..." Shine stuttered. "I didn't mean for you to find out like this..."

"Oh, you were expecting me to _not_ find out at a party celebrating the death of my father?!" Shade screamed.

"Okay, in hindsight, that was a bad idea." Shine admitted. "But it's not what it seems-"

"Really?! Because it seems cut and dry!" Shade sniffed. "How could you lie to me like that?!"

"Shade... I didn't want to hurt you." Shine murmured.

"Oh, so instead, you wanted to have me live my life thinking that my father died a hero, instead of a monstrous warlord?!" Shade snapped.

"Hey, I didn't say that he was a hero." Shine frowned. "You made that assumption yourself. Even then, Celestia does not deserve your hate. And in spite of what an inconsiderate snob that Jet Set was, he did not deserve a beating."

"Oh, you dense motherbucker." Shade growled. "That damn harlot deserves far worse than my hate! She ruined my father's life!"

"Shade, I know you're angry right now, but you aren't thinking straight!" Shine urged. "Just please calm-"

"Don't tell me to calm down!" Shade roared. "I should've known you'd take her side! Never mind the son of a war-monger!"

"It's not like that!" Shine insisted. "Look, I was going to tell you about Black eventually. It's just that I wasn't sure how you would take it!"

"How I would take it?!" Shade's teary eyes twitched. "What? Because my father was evil, you think that I'm just like him?!"

"...Shade, I did not say that-"

"No! That actually would make a lot of sense!" Shade shook his head, stifling a sob. "After all, I'm just a no-good dirty rotten thief who robs your precious 'rich' ponies. Who knows what I'm capable of? I might just go off and murder a flower patch filled with Breezies! Because, lo and behold, my father is motherbuckin' BLACK KNIGHT PALADIN!"

"Shade, please just calm-" Shine tried to put a hoof on his shoulder.

"Don't. Touch. Me." Shade slapped his hoof. "I am buckin' done with this crap. Screw you! Screw your lying face! Screw your wife! Screw all these Faust damn nobles! Screw this city!" He then let out a vicous snarl. "SCREW EVERYPONY!"

Shade simply stormed off, leaving a slightly heartbroken Shine behind.

"Shade... I am so sorry." Shine murmured.

Shade stormed down the corridors for some time, overcome by rage. Eventually, his anger dissipated, replaced by sorrow. He started crying unashamedly.

"AHHH!" He screamed, tearing off his necklace.

He was beside himself with anger, anguish, and the pain of knowing the truth.

"I can't believe it..." Shade sobbed. "My father, a monster... Shine, a liar... My family, nothing but a disappointment..."

As Shade looked up, he recognised the area he was in. The corridor led directly to the vault.

 _'Of course...'_ He declared. _'The whole reason I came here...'_

Soon, his sorrow, anger, and rage was soon replaced with one emotion: hate.

 _'Okay, Shine... if you want to defend your wife and these selfish ponies, then buck you.'_ Shade thought, _'One selfish act deserves an equally selfish one. I'll just take all the valuables and make out like a bandit, and we can all return to our own lives... the way it should have been.'_

Quickly, Shade went into his room, grabbing his satchel, as he armed himself with his muskets and sword, and a few bags for carrying his loot. With his goal set in his mind, he headed to the vault (having been shown the way the day before by Shine during their 'tour').

 _'This shouldn't be too hard. I just have to slip in, grab as much as I can carry, and get out. Nopony will see a thing.'_ Shade told himself, as he stealthily made his way over to the vault.

"It'll be like taking expensive candy from a bunch of stuck-up babies..." Shade frowned. "It's the least they deserve anyways."

The vault was behind a large set of double doors, held in place by a padlock.

"Please..." Shade sneered, knowing he had lockpicks for a lock like this... but not being in the mood, he pulled out one of his muskets and shot it off. "I have no time for this bullcrap."

Shade entered the vault, amazed by all the gold and jewels within.

"This is it." He sighed. "My biggest score ever..."

"My thoughts exactly."

"Huh?!" Shade turned, to see none other than Call stepping out from behind a pillar. "You."

"Yeah, me." Call smirked. "A little far from where you're supposed to be, aren't you?"

"Um... yeah..." Shade was desperately trying to play it cool. "I was just getting some fresh air."

"I meant, you are an awful long way from your hidey hole." Call declared. "Am I right... Western Shade?"

Immediately, Shade took a defensive stance.

"How did you..." Shade murmured.

"A little bird told me." Call sneered. "And thanks to him, I now get to put you away... you little rat."

"I'd like to see you try." Shade snarled as he pulled out a musket, aiming at him. "I was able to beat both your Captain and your Lieutenant. An old dumb fart like you will be far too easy."

"True... just one thing, though." Call growled.

Suddenly, a whole contingency of guards came out of hiding, all wielding crossbows and pointing at him.

"This 'dumb old fart' came prepared." Call smiled. "I hear that you can dodge bolts. But I doubt you can avoid more than twenty at once. Am I right?"

Shade let out a snarl, glaring at all the guards and Call... before simply dropping his musket, and raising his hooves.

"That's a good boy." Call sneered. "Shade Paladin, aka the Western Shade, you are under arrest for numerous accounts of thefts, assaults, and now the attempted theft of the royal treasury."

 _'Oh, buck.'_ Shade thought, as he held up his hooves. _'Just when things were looking up...'_ He frowned in misery. Despite his anger towards Shine, he felt a twinge of guilt. _'What's Shine going to say? I've really messed things up this time...'_

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	11. Bad Blood

**Shades Of The Past**

 **Chapter Eleven: Bad Blood**

 _Flashback..._

It was only a few weeks before Black had made the decision to leave Belle with their foal that day. The stallion wanted to get his love something truly special. Something to encompass the love they had for each other, and how great she had made his life.

So he made a small trip to the town's blacksmith one morning, still donning a hat that he used to hide his face, though nowadays, he just simply wore it. He felt no need to hide who he was anymore. And he was okay with that.

"Howdy, pardner." The blacksmith, a midnight blue Earth Pony stallion with brown eyes, a gray mane and an anvil Cutie Mark, greeted him.

"Morning." Black nodded.

"Say, aren't you Miss Belle's new beau?" The blacksmith asked.

"Got it in one." Black nodded.

"I've seen ya around town." The blacksmith noted. "I'm glad to see Miss Belle's finally found somepony."

"Oh, I'm pretty glad myself." Black grinned. "In fact, she's the reason I'm here. I need you to make a little something for me..."

"You name it, bud." The blacksmith grinned. "And on account of you bein' with Miss Belle, I'll even do it on the house."

"You don't have to." Black shook his head. "I've got a little cash squirreled away-"

"Your money ain't no good here." The blacksmith insisted. "Besides, if this is for Belle, I'm happy to do it for free."

"Oh, well... thanks." Black smiled. "Now, here's what I'm thinking..."

At the end of the day, Belle returned home from teaching.

"Welcome home, pretty lady." Black grinned, embracing her.

"Hi, Black." Belle kissed him on the cheek. "...Hmm, what's up with you?"

"I don't know what you're talking about." Black said innocently.

"I know that look on your face." Belle smirked. "That's the look you have whenever you're about to surprise somepony with some surprise, heartfelt gift."

"Guilty." Black chuckled.

"So... let's see it." Belle urged.

"It's right... here." Black held up a silver, heart-shaped locket, not unlike the one White wore.

"Oh, Black..." Belle gasped. "It's beautiful."

Black had been angling for a special, one-of-a-kind gift, to prove just how much Belle meant to him. He wasn't exactly sure what to do at first... then one memory came to mind...

It was back when he and his brother first met their unit in Saddle Arabia. There, they met this headstrong markspony, Avalanche, a infantry mare named Nora, an odd albino pony medic named Nevec, and a young upstart rookie, aptly named Rookie Blue. When he first met Rookie, Rookie had the same necklace, claiming that he hoped to one day settle down and have a family and put a picture of him with his mare in the locket.

...However, that day never came. A incident in the town of Reinadh, caused by Black's own doing, made sure of that.

But with that incident, White ended up taking possession of the locket... and of all the things Black could recall back then in his fight with White (aside from getting shot in the eye) was that he was wearing that same locket.

Though he had no intention of telling Belle about this... at least, not yet, he longed for something that would keep him connected to his brother, knowing that he would probably never see him again. And it was for the best. But at least, he could still have a part of his brother be with the mare he hoped to spend the rest of his life with.

"Glad you like it, babe." Black grinned.

"Oh, it opens!" Belle opened it up.

"Yeah." Black nodded. "Haven't quite figured out what to put in it yet, though..."

"Well, I just happened to have a camera." Belle smiled. "That nice Mr. Candid from around the corner lent it to me for one of my lessons. We could take a picture of us, and put it inside."

"Great thinking." Black smirked. "Beautiful and smart. You're the whole package."

"And don't you ever forget it." Belle joked, pulling out the camera. "Now, let me just set the timer..."

After setting the camera, Belle placed it on the mantelpiece.

"Get in close now." Black chuckled, nuzzling against Belle.

"With pleasure." Belle grinned.

The camera took their picture, and the photo emerged.

"And now the finishing touch." Black picked up some scissors, cut the picture so only he and Belle were left, and placed it in the locket. "There. Perfect."

"It certainly is." Belle sighed. "Put it on me?"

"You got it." Black placed the locket around her neck. "Now, no matter how far apart we are, you'll always have this to remind you of me."

"I really love it, Black." Belle smiled. "But we'll never be too far away from each other, right?"

"Right." Black nodded. "As if anything or anypony could ever tear me away from you."

"I know." Belle grinned. "It's just nice to hear you say it out loud..."

The two embraced and kissed each other deeply.

 _'Another score for me.'_ Black thought. _'I'm really getting good at this romance stuff...'_

 _The present..._

Back at the party, Shine was staying by the stairs, steadfastly keeping as far away from Celestia as possible. He knew she would have more questions regarding Shade's outburst, and he wasn't sure how to answer them.

 _'How can I explain it to her without telling the truth?'_ He thought. _'What could possibly explain Shade getting so angry about Black, if Black was anything but his father? Maybe I could say family is really important to him, or that he just doesn't like cover-ups? No, that's no good...'_

Shine was drawing a blank.

 _'I've really backed myself into a corner here...'_ He thought, desperation setting in. _'I need to put a lid on this fast. Though it might help if I could just talk to Shade. I'd need to know where he is, first...'_

Shine made his way over to Caboose.

"I need you to find Shade." He declared. "I want to make sure he's alright."

"Do not worry, Shiny!" Caboose smiled, as he then lowered his snout to the ground. "I'll sniff him out!"

"Um, Caboose, this is really not the time for your shenan-" Shine groaned.

"Cool it, Shine, this will only be a moment." Caboose cut him off, as he began sniffing through the ballroom. "I need a scrap of his clothes or a lock of his mane..."

Suddenly, he bumped into familiar red hooves.

"Or hoof clippings. Hoof clippings are good." Caboose shrugged.

Caboose glanced up... and found the hooves belonged to Shade.

"Oh, found him, Shine!" Caboose smiled.

"Correction! I found him!"

Caboose glanced again... and realized that Call Duty was right beside him... and Shade himself was in hoofcuffs.

"What the..." Caboose gasped.

Fletcher, too, took notice of that sight.

"Oh no..." He gulped, mortified.

"Duty?" Elite frowned, as he walked over. "What is this?"

Call's arrival had drawn the attention of others. Several of the guests approached, as did Celestia. But none were more shocked than Shine.

"What going on?" Shine frowned. "Shade?"

Shade looked away, his face a portrait of misery.

"Sergeant Duty, what is the meaning of this?" Celestia frowned, approaching them.

"Your majesty... allow me to introduce you to..." Call then shoved Shade forward. "The Western Shade... the infamous thief that attempted to make off with your gold!"

The gathered ponies were shocked.

"Did he just say 'the Western Shade'?" Jet Set frowned.

"As in that contemptible rogue who's stealing from ponies over in the deserts"? Upper Crust added.

"This can't be right..." Elite shook his head.

"Shade!" Shine rushed forward... only to stopped by two guards. "There must be a mistake! Shade would never-"

"Oh, this is no mistake, 'Prince'." Call sneered. "I found your 'cousin' breaking into the vault. He was about ready to take as much of the royals' valuables as he could, right from under your snouts."

"Wha..." Shine glanced at Shade in disbelief, trying his hardest to not believe Call's words. "No..."

"The Western Shade?" Celestia gaped in shock, as she glared at Shine. "Your cousin is the 'Western Shade'?! And you brought him here?!"

"I don't understand..." Shine ignored Celestia's glare, as he stared at Shade. "This... was why you decided to come back with me?"

Shade hung his head in defeat.

"You think that's a bombshell?" Call smiked. "Get a load of this..." He pulled up a silver locket. "I found this not far from the crime scene..."

Shine's blood ran cold. And Shade immediately noticed his locket.

"HEY! THAT'S MINE!" Shade roared, as he lunged for the locket, only for Call to sucker punch him. "Gah..."

"Consider that payback, you little runt." Call snarled, as he then turned to Celestia. "I looked at the contents of this locket... and I found something interesting. As it turns out... this little thief is none other than the son of the infamous demon we all know as... Black Knight Paladin."

The whole ballroom froze at that announcement. Celestia was among them, but she managed to retain her poise.

"That is quite a serious allegation." She remarked. "How can you be certain?"

"Only because of this." Call held up Shade's locket, opening it to reveal the picture inside, and pointed to Black. "See this? This is obviously Black Knight. Note the eyepatch and his smug face. Now look at Shade here... see the resemblance?"

Celestia's eyes widened, as did many others.

 _'How could I have not seen it before?'_ She asked herself. _'Shade really is Black's son.'_

The crowd was in an uproar.

"Unbelievable!" Golden Gavel frowned.

"How vile!" Silver Frames spat.

"That fiend had a child?" Black Marble cringed.

"And he's been playing us all for fools!" Swan Song declared.

"I knew he punched like a demon!" Jet Set snarled, still tending to his wounded face.

"That's enough!" Shine said angrily. "You can't judge a pony by his family!"

"Oh ho, funny you should defend him, Prince Shine." Call sneered. "Almost as if you knew Shade was both a thief and the son of a psychopath this whole time!"

"Wait... Shine, did you know about this?" Celestia gaped.

"...Yes." Shine frowned. "I knew he was Black's son, and the Western Shade. I found out when I first found him..."

"You knew all along..." Celestia grit her teeth in anger. "And you didn't think to tell me?! Not even when you brought him into our home?!"

"But it's not what you think!" Shine insisted. "I thought I could change him... I had to try." He then glanced at Shade, with the utmost disappointment on his face. "I didn't actually think he would do this... I thought he was better than that..."

Shade couldn't bring himself to look at Shine.

"Well, what more could you expect from the son of Black Knight?" Call smirked with a sense of superiority. "You tried so hard to help a lost cause, that you went and brought the Captain and Lieutenant into your little scheme!"

The Guards were just as distraught by the news.

"No way..." Dull shook his head. "It can't be..."

"He seemed like such a decent guy..." Another Guard frowned.

"He was lying to us all along?" A third Guard snarled.

"We were suckered by a master criminal." A fourth Guard said sadly.

"It's not true." Dull insisted. "I know Shade. He's no criminal..."

"Oh shut up, you dumb rookie." Call growled. "You only knew him for a few days and already you assumed you were good chums? You're as stupid as rest of them..."

"Wait... they did what?" Elite frowned, as he glanced at Caboose and Fletcher.

"He's lying." Caboose snorted. "I mean, it's totally crazy. It ain't like Fletcher figured out Shade was the Western Shade mere moments after seeing him unmasked, or anything. Next, you'll be saying he told me, and we both knew right then and there!"

"Caboose..." Fletcher groaned.

"...Oops." Caboose cringed.

"So it is true." Elite's frown turned into a glare. "You two knew that Shade was a criminal, and yet you both chose to keep it a secret?"

"Sir, I know it looks bad, but it's not what it seems!" Fletcher spluttered. "We did know, but Shine insisted that we didn't tell anypony!"

"Yeah, he made us swear!" Caboose agreed, "And you don't go back on a swear!"

"That is not how being a Royal Guard works." Elite said coldly. "You are not to keep secrets, even for royals, especially from the other royalty and your fellow comrades. If you can't be bothered to tell others the truth, how can one be trusted to lead an army?"

"But... it was an order, sir." Fletcher said weakly. "We had to obey our Prince. I had my misgivings, but Caboose and Shine truly believed Shade had some good in him. I just felt their judgment was sound..."

"...Well, I don't know what to say." Elite sighed. "I'm disappointed in you both. I really expected better." He turned and walked away. "...Much better..."

"Director, please, wait!" Fletcher called out, running after him.

"Okay... slight overreaction?" Caboose shrugged. "Am I right, folks?"

Caboose looked around, and noticed the crowd were all glaring at him.

"What?! As if you wouldn't keep a secret for royalty?" Caboose said indignantly.

"Not if it involved a criminal outlaw!" Golden Gavel spat.

"You're a disgrace to that armor!" Swan Song added.

"Kinda harsh..." Caboose pouted.

"Now, if nopony minds, we'll be taking the prodigal son to the dungeons." Call smirked. "Enjoy the rest of your evening."

Call and the Guards dragged Shade away. Shade looked over at Shine the whole time, who turned away, ashamed.

"The party's over." Shine said flatly. "Everypony leave, now."

After what had just happened, none of the guests were in a particularly jovial mood, so they easily complied.

"I knew there was something rotten about that one." Jet Set scowled.

"Just the thought of being so close to that vile thief makes me feel sick..." Upper Crust gagged.

Meanwhile outside, leaving with the rest of the guests, Caboose walked out.

"Well, that party was a bust." Caboose deadpanned.

"That's one way of putting it." Fletcher joined him from the other direction, greatly dejected.

"Hey Cap, how did it go?" Caboose patted his shoulder, seeing his sullen expression.

"It didn't." Fletcher growled, on the verge of breaking down. "Elite retired to his quarters, and the guards said that he didn't want to speak to me..."

"Oh..." Caboose frowned, before trying to smile. "Well... I guess that's that. No point in crying over split milk. I'm sure we'll get it next time."

Slowly, Fletcher gave a rather fierce glare at Caboose.

"What?" Fletcher growled.

"Y'know, there'll be other promotion opportunities." Caboose smiled. "You just gotta keep on going. Tomorrow's another day, and all that. Just keep up the good work, maintain a positive attitude, and good luck will come your way."

Caboose was unaware of it, but the words he spoke made Fletcher grow agitated.

"And let's face it, it's not like there aren't other spots in the RDL that won't come up in the future." Caboose grinned. "It's only a matter of time before another one opens up. And when that day comes, no matter how far away, I'm sure you'll-"

Caboose didn't see a hoof smacking him right in the face.

"Ah!" Caboose fell to the ground, clutching his face, as he glanced at Fletcher, who was fuming. "What was that for?!"

"You..." Fletcher shuddered with rage. "You pasta-munching _nyttig_! I just lost my chance at one of the best military positions in history, and all you can say is 'we'll get it next time'?"

"Dude, it's just a position." Caboose frowned, as he rose to his hooves. "It's nothing to get upset over."

"Nothing to get upset over?!" Fletcher snarled. "This job was my dream! To serve the RDL as one of its leaders! All of that is now gone! All because of you!"

"Me?!" Caboose gaped. "What are you mad at me for? Call was the one that ratted us out, not me!"

"If only I hadn't listened to you, Call wouldn't have had anything to rat me out for!" Fletcher growled. "I should have arrested that damn desert rat the moment I recognized him!"

"Hey, you were doing the Prince a favor." Caboose frowned. "And it's not like he and I knew that Shade would go and do something like that... although him getting all 'unleash the rage' on Jet Set might have been a red flag..."

"That's just it!" Fletcher roared, as he growled at himself in defeat. "I _did_ know! I should have followed protocols! Now, I've shamed the Royal Guard, the Royal Defense Legion, my position as Captain, and myself!"

"Hey, don't blame yourself." Caboose trying to soothe him. "It's nothing to go and try to quit over again..."

"I don't blame myself." Fletcher growled, as he then glared coldly at Caboose. "I blame you..."

"Whoa, take it easy, Fletch." Caboose held up his hooves.

"Don't call me that!" Fletcher snarled, as he closed in on him. "I shouldn't have listened to you. It's like ever since I met you, I've been getting too lenient in being a Royal Guard!"

"Hold on... what is that supposed to mean?" Caboose frowned.

"Isn't it obvious?" Fletcher grunted. "Your ridiculous, slapdash, happy-go-lucky ways have been gradually rubbing off on me. Slowly but surely, I've been growing sloppy, and lenient. And it's been costing me. For crying out loud, I almost got blown up because of you and some vendetta this crazy ex-cop had! Me being associated with you has brought me many misfortunes! And now, it's cost me my one chance at becoming RDL general!"

"Now hold on a bucking minute!" Caboose glared. "How dare you blame me for all that?! I've been going out of my way trying to make sure you get this position! You think I've been taking it slow in those trials because I wanted to take a break? No! I was doing it all for you!"

"Here's a novel concept, why didn't you just drop out of the running?!" Fletcher yelled.

"Because I didn't think of that!" Caboose roared. "And to be honest, you were just a stuck up big-weiner son-of-a-cart horse before you met me! You think it was easy being friends with you?! For crying out loud, I could've just let you quit the Royal Guard that day... but I didn't!"

"Oh, and why is that?! So you could ruin my life right now?!" Fletcher glared.

"No, because I didn't want you to throw your life away over missing a damn shot on a Manticore!" Caboose groaned. "I wanted you to not give up... but it seems like you're doing just that right now!"

"Don't you dare try to take the moral high ground with me!" Fletcher roared. "If I had trusted my instincts, and turned Shade in, none of this would have happened!"

"So you'd turn in Shine's own cousin, just for a promotion?" Caboose snarled. "That's real nice!"

"The law isn't nice." Fletcher growled.

"This is just like the time you caught that homeless pony stealing soup to feed his family." Caboose sneered. "You didn't give him a break either!"

"And you ruined that for me too, if I recall." Fletcher recalled. "Bending the rules to your favor. It was a miscarriage of justice, as was keeping Shade's crimes a secret!"

"But it was for the greater good!" Caboose retorted. "Sometimes the law isn't the way to do things!"

"You always were a poor excuse for a Guard." Fletcher spat. "I let myself forget that. But never again."

"And I forget what a total jerk you can be!" Caboose shot back. "So obsessed with the law that you don't care about ponies, and what's best for them!"

"That's rich, coming from somepony who took away what was best for me." Fletcher spat. "Your so-called friendship ruined everything for me. Well, no more. You are dead to me, Napoleon."

"...What?" Caboose gaped.

"You heard me." Fletcher growled. "We may still have to be colleagues, but that's as far as it goes, in my opinion."

"Well... fine!" Caboose snarled. "Good riddance to you, ya jerk!"

"My thoughts exactly." Fletcher growled.

Despite his anger, Caboose couldn't stop himself from asking a burning question.

"What's so important about this job, anyway?" Caboose demanded. "What's so special about it that you'd hate me this much for making you lose it?"

Fletcher didn't answer. Instead, he just walked away.

"Yeah, just walk away." Caboose growled. "Real mature..."

As soon as Fletcher was out of sight, Caboose bowed his head, his anger replaced by sorrow.

Back in the ballroom, Shine sat on the ballroom's steps, distraught over what transpired.

Celestia soon approached him, a rather unhappy frown on her face.

"Shine..." Celestia declared. "You knew Shade was Black's son, and you didn't tell me?"

"That's right." Shine nodded flatly. "I didn't."

"And he almost stole from the royals' vault." Celestia added. "Because you brought him here."

"Look, if you're going to say 'I told you so', then get on with it." Shine spat. "It can't possibly make me feel any worse than I already do!"

"I wasn't going to say that." Celestia frowned. "...What I was going to say is..." She then scowled. "How could you have been so careless?"

"Oh, here we go..." Shine scowled.

"Shine, what did you thinking was going to happen when you brought Shade here?" Celestia asked. "You knew he was a leader to a pack of thieves, and had no aversion to violence. Did you really think that he was going to magically become a gentlepony?"

"No!" Shine stomped his hoof. "I was hoping that I could show him that we nobles weren't so bad. I was hoping I could have him get to know my family. Something you made so damn difficult."

"And what is that supposed to mean?" Celestia glared.

"Oh, come on, Celestia." Shine growled. "We all know you were against him from day one."

"And you can imagine why." Celestia declared. "The moment I shook his hoof and looked into his eyes, I saw the same darkness within him that I saw in Black..."

"You just can't help yourself, can you?" Shine scowled. "Even now, you won't stop disrespecting Black's memory!"

"Are you serious?" Celestia frowned. "I don't believe there is even a memory left to disrespect after what he has done! And here you are again, defending him, seeing in him only what you want to see. Are you really that blind?"

"And you wonder why I kept Shade's ancestry a secret?!" Shine glared. "I knew the moment you found out, you would go out of your way to either lock him up, or make him disappear!"

"Do you really think I am that petty?" Celestia gaped, appalled. "Whether he was Black's son or not, it doesn't change the fact that he was a criminal!"

"Why do you think I brought him here?" Shine yelled. "I was trying to make him a better stallion! I thought if I could show him how good we were, he would leave that life behind, and that Black's legacy would be restored..." He felt a twinge of sorrow. "...that 'our' legacy would be restored."

"Shine..." Celestia frowned. "...There is no restoring what Black has done. I've seen what he has done. Others have seen what he had done. Even you have seen what he has done. And no amount of good intentions can change the fact that Black had darkness in his heart. That is all he will be remembered for. There's no changing that."

"Oh, so Shade must be punished for it? For being his son?" Shine asked.

"I don't know what gave you that impression." Celestia shook her head. "I do not hold Shade accountable for his father's actions... but his actions tonight makes it clear that he has chosen to follow his path." She shook her head. "The sins of the father do often become that of the son..."

"...Is that right?" Shine growled. "Does that also apply to nephews?"

"...What?" Celestia frowned.

"What, you think I haven't figured out why you've been so cagey lately?" Shine growled. "It's because I'm Black's nephew. Because I'm related to the stallion you hate so much. You've been passing that hate onto me for weeks. And now, you're passing it on to Shade."

"That's... ridiculous!" Celestia retorted, her voice quivering.

"No, it's true." Shine seethed. "And you know what? I'm sick of it. You're supposed to be this fair and compassionate monarch, but right now, you're just being petty and spiteful to ponies who don't even deserve it."

"Like Shade?" Celestia sneered. "You really think he doesn't deserve my ire, after what he's done?"

"You know what, maybe you're right. Maybe I am seeing something that just isn't there." Shine growled sadly. "But you calling him a monster, saying he was pure evil... well, I'm not the only who was seeing only what they wanted to see."

Celestia was taken aback by Shine's words. Deep down, she knew there was some truth to them... but there was some things that weren't black and white.

"Shine, I-" She started.

"Just leave me alone!" Shine roared, walking away.

"Shine..." Celestia sighed.

Shine stormed out into the gardens, stewing in his own anger and regret.

"I don't know what's worse." Shine grumbled to himself. "Shade's betrayal, or Celestia's attitude... Either way, I have to live with it. I have to live with what I've done. With what they've done..."

"Hey." Gothic said tentatively, as he and Blueblood approached him.

"Hey, buddy, how are you doing?" Blueblood said in a soothing voice.

"Now what?" Shine growled. "Can't you see I want to be alone right now?"

"I'm afraid we can't do that, Shine." Blueblood declared.

"What, are you going to put me through the wringer too?" Shine spat. "Like Celestia? Telling me this is all my fault?"

"Technically, it is." Blueblood pointed out. "You are the one who brought a master thief into the castle..."

"That's. Not. Helping." Gothic glared at Blueblood.

"...Sorry." Blueblood cringed.

"Look Shine, you had good intentions." Gothic admitted. "But someponies just can't change what they are. I'm not saying Shade is as bad as his father was. He isn't, that much I'll admit, but he's still a thief. Even you couldn't change that."

"I really thought I could." Shine sighed. "I thought I could reach him... show him a better way. Guess I was stupid for trying."

"Trying to show him a better life wasn't stupid." Blueblood declared. "Letting him go off alone. Now that was stupid." He added under his breath.

"You showed real compassion, Shine." Gothic told Shine. "It's just unfortunate that Shade took advantage of it."

"It's more than unfortunate." Shine growled. "It's a betrayal. It's like what Black did to my father all over again..."

"I have some idea of what it feels to be wronged by your family." Blueblood sighed. "It really does sting, doesn't it?"

"Yeah, it does..." Sleight nodded.

"Look, we all make mistakes, Shine." Gothic declared. "Sometimes, we place our trust in the wrong kind of pony. You trusted Shade, and he betrayed that trust. It's as simple as that, and you can't change it."

"But it's not too late to do something about it." Shine declared.

"Something... like what?" Blueblood asked.

Shine walked away, not answering the question.

"Whatever it is, I hope Shine knows what he's doing..." Gothic frowned.

"So do I." Blueblood nodded. "But given his current emotional state, that doesn't seem likely."

Shine made his way to the room Shade had been staying in. He gathered up all Shade's belongings, then donned his wrappings, poncho and hat.

"It fits... good." Shine frowned. "Tonight, the Western Shade will make his most miraculous escape ever." He then muttered "Out of my life."

His disguise complete, Shine made his way to the dungeons, making sure to stay in the shadows and out of sight. As he neared his objective, two Guards passed by, forcing him to hide.

"After that big capture, there'll be no living with Duty!" One Guard frowned.

"To be fair, there was no living with him before." The other Guard noted. "Still, there's a good chance he'll get that position Everest has been offering, and be out of our manes once and for all..."

"We can only hope." The first Guard snorted.

Shine, sticking to the shadows, snatched the keys from one of the Guards. The Guard turned, but saw nothing.

In a cell, far away from where the other thieves were, Shade laid on his bed, feeling like the lowest of low.

"So this is how it's going to end..." Shade frowned. "Stuck in a prison cell... I let everypony down. My gang... my mom... Shine... all because I was too careless, after finding out that my father was..." He let out a silent growl of despair.

Suddenly, he heard the door opening, and turned to see Shine in his poncho.

"What the... Shine?" Shade gaped. "What are you doing in my poncho?"

"I've come to say goodbye." Shine revealed himself.

"Why are you-?" Shade started.

"We don't have much time." Shine unlocked his cuffs. "While the Guards chase me, you get out of Canterlot."

"But I..." Shade spluttered, confused.

"Just go." Shine urged, covering his face again. Stopping only to throw Shade the keys, he rushed off.

"I don't deserve your help..." Shade sighed. "But I'll take it anyway."

In the barracks, Call was admiring himself in a mirror, the two Guards from before nearby. He still held Shade's locket in one hoof, like some trophy.

"Don't worry, boys." He said smugly, as he combed his mane. "After Elite gives me my due, I'll be sure to put in a good word for you, the little ponies who..."

Call trailed off as he saw what looked to be the Western Shade reflected in the mirror.

"It can't be..." He frowned, as the figure turned and fled.

Call rushed outside, followed by the two Guards.

"He was here, I know it..." He growled.

Shine, who was hanging from the ceiling, dropped down onto Call, snatching the locket out of his hoof before jumping to one side.

"The Western Shade!" The first Guard gaped.

"Impossible." The second gasped. "Nopony can escape that cell!"

"He's no stallion... he's a demon!" The first Guard trembled.

Shine turned and ran.

 _'Catch me if you can, boys...'_ He thought.

"I want him... dead or alive!" Call roared.

The Guard raced after Shine, losing him as they reached the streets.

"Surround the block!" Call ordered. "He's close. I can feel it..."

Shine was hiding around a corner. When he heard a Guard coming, he climbed onto the roof of a nearby building. Unfortunately, the Guard caught a glimpse of the poncho.

"There!" He pointed. "The Western Shade! On the roof!"

"Get up there!" Call ordered. "Now, now, now!"

 _'So much for slipping away unnoticed...'_ Shine thought.

As the Guards climbed up the building, Shine saw an awning below. He couldn't use his wings, but he could still get down.

"Found him!" The first Guard smirked.

Shine jumped off the roof.

"Lost him..." The second Guard sighed.

Shine bounced off the awning, and grabbed on to a banner hanging from another building, using it to climb up to the top. He looked around, believing he had successfully evaded his pursuers... only for Call to suddenly tackle him.

"Gotcha!" Call smirked, pinning Shine down. "Thought you could escape me, did you?"

Shine suddenly slugged him in the face with his free hoof, shoving Call back.

"Oh, so that's how you want to play it, huh?" Call sneered, as he then pulled out his spear. "I will make you rue the day you sprang from Black Knight's loins."

 _'We'll see about that...'_ Shine thought.

Call lunged at Shine, and the two struggled. Despite his youth, Shine had a hard time dealing with Call's experience and training.

"Is this all you have?" Call snarled, as he punched Shine in the stomach. "The great Western Shade? Not as tough as they give you credit for..."

Shine hit back with a haymaker, sending Call reeling.

"Now, I'm mad." Call growled.

Call charged at Shine. Shine dived out of the way, and Call's charge drove him to the edge of the roof.

"Ahh!" Call yelped, as he titled over the edge.

 _'No!'_ Shine thought.

Shine grabbed Call's hoof, and pulled him up. For a moment, Call stared at him in surprise... but only for a moment.

"Raaarrgh!" He clawed at Shine, tearing through the wrappings. "Think saving my life gets you a free pass? Well, you're wrong!"

Shine tried to evade him, but a hoof swing knocked off his hat.

"How you like that, you piece of sh-" Call suddenly stopped, as he recognized the white snout and blue eyes of the Prince he served, as he clutched the scratch on his face.

"You?!" Call gaped.

"Me." Shine said flatly, standing firm.

"What the... why are you..." Call tried to comprehend... only to adopt a cold and rather snide smirk. "Well, this is rather disappointing. I don't know what happened to your cousin, but I can only imagine the shame Celestia will feel when she learns that you helped the spawn of Black Knight escape..."

"I can't let you do that." Shine frowned.

"You're free to try and stop me, your highness." Call sneered. "We can add 'assaulting a Royal Guard' to your list of crimes..."

Suddenly, Shade slammed into Call, knocking him into the wall.

"Ow..." Call said weakly, as he slumped to the ground.

"Shade?" Shine frowned.

"Come on, we gotta move!" Shade helped Shine up.

Together, the cousins fled from Canterlot, making it out as far as past the borders, as they fled into the mountainside, where they eventually stopped, taking a breather.

"Did we we lose them?" Shine asked, exhausted.

"I think so." Shade nodded. "They won't be able to pick up our trail by daylight. By then, we'll be long gone."

"Yeah..." Shine murmured.

"...Thanks for helping me back there." Shade declared, "I'm surprised that you actually did this for me."

"You and me both." Shine said, not bothering to face him.

"Well... we better keep moving." Shade made to leave. "The sooner we get back to Prairieville, the better. Then we'll figure out what to do, right, Shine?" He didn't get a answer. "Shine?"

Shade glanced back at Shine, who was staring back at Canterlot with a forlorn gaze.

"Shine..." Shade frowned, as he hung his head. "I'm sorry about what I cost you. You gave up everything just so you could help me escape. But there's no going back now. You know that."

Shine didn't respond.

"Look, once we get back to Praireville, I'll make things right with you." Shade assured him. "Maybe I can get you a job in town... or maybe you could join up with the gang. We could always use a pair of hooves like yours..."

"I'm not going with you." Shine declared suddenly.

"Say huh?" Shade gaped.

"I'm not going with you." Shine shook his head, as he gazed at Shade. "I can't. This is far as I go."

"What?!" Shade stammered. "Shine, you can't go back! The moment that bucker saw your face, your life in Canterlot was over. If you go back now, they'll... they'll..."

"I have to go back." Shine said firmly. "Celestia is there. So is my daughter. And so is my family."

"Seriously?" Shade scowled. "In case you haven't noticed, your beloved Princess hates our very bloodline."

"I don't care." Shine growled. "I'm not doing what you did. I'm not going to run away."

"What?!" Shade snarled. "I never ran away from anything in my life!"

"Seriously? Running away is all you did in life!" Shine snarled back. "You're a thief!"

"Hey, I already told you my reasons!" Shade growled. "What else could I have done? You'd rather I left my mother to die?!"

"I'd rather you had done the right thing." Shine said coldly, as he held up Shade's locket and threw it to him. "You should take this back."

Shade glanced at his locket... and then at Shine.

"Shine, you can't do this!" Shade urged.

"I won't walk out on Celestia and my family!" Shine declared fiercely.

"Shine, think about what you're doing!" Shade demanded.

"We may be blood-related, but I cannot... and will not... live your life." Shine grunted.

"You do realize once Celestia finds out you helped me escape, she'll have you locked up for sure!" Shade glared.

"If there's a punishment, I'll take it." Shine announced. "But I won't leave my family..."

"Come on, use your head!" Shade urged. "You know you've only got one option." He tried to grab Shine's shoulder.

"No, I don't!" Shine shoved Shade back.

As Shade stumbled back, he dropped a bag. As it hit the ground, it spilled open, revealing gold and jewels from the vault.

"What the?!" Shine gaped, as he looked at the contents of the bag. "...Shade... is this... from the vault?"

"I wasn't going to be coming back anyway." Shade huffed. "It wasn't as if I had anything to lose..."

"...Yes, you did." Shine snarled, as he glared coldly at Shade. "You are unbelievable..."

"Shine-" Shade try to sooth him.

"I STUCK MY NECK OUT FOR YOU!" Shine roared. "From the day we met, I've been going out of my way to prove to my family that you aren't as bad as your father, to defend you, to prove to the world that you were a good stallion... but no..." He then kicked the bag over to him. "You've been using me all along!"

"Look, I admit it was like that at first but-" Shade murmured.

"But what? Was everything you said up until now a lie? The way you acted around Mist and Tempest, the way you acted around my family, the way you acted around the guards? Was any of that real? Or were they all a means to an end?" Shine snarled.

"No!" Shade barked back. "I didn't ask for this to happen! I didn't want to be friends with any of them! I didn't want to get close to anypony! I didn't want... anypony to trust me... and betray that trust..."

"Then why would you do this?!" Shine demanded, his eyes beading up with tears. "You could have had a family that loved and adored you, friends that looked up to you... why would you throw that all away, all for a bunch of rotten thieves?!"

"SHUT UP!" Shade screamed. "Don't you dare act like you have the right to criticize me for my actions!"

"What is that supposed to mean?!" Shine demanded.

"Oh come on, I'm not the only one who lied here!" Shade sneered. "You brought me to Canterlot under the impression that you wanted to get to 'know' me and 'bond' and all that crap. But no, you only brought me back so you would feel better about yourself!"

"What?!" Shine couldn't comprehend his words.

"I know what happened." Shade snarled. "Your father backstabbed my father! He sold out his only brother! Then my father got killed by none other than you and Celestia! Because of your father, I never got to have him in my life, and you and Celestia deprived me of the chance of getting to know him! If you think that acting chummy and all nice-like with me will ever make up for taking my father away, then you're sorely mistaken!"

"...Shade..." Shine's anger dampened. "I'm truly sorry about that. It never crossed my mind that Black would have a son... maybe if I had known..."

"Oh, like that would have changed anything." Shade sneered. "You still would have let him die."

"I did no such thing!" Shine retorted. "The last thing I wanted was for him to die! But he wasn't going to stop! It was only when one of the Guards shot him in the heart that he did."

"It doesn't change the fact that he ended up in that position because of you, because of Celestia, and because of your father... his FAUST-DAMN BROTHER!" Shade roared. "You didn't seem to think he was a good stallion at all..."

"You don't know what it was like back then." Shine insisted. "It wasn't as simple as you think. You heard the story. Black wasn't... right in the head."

"Funny, I seem to recall you saying he was 'a very driven stallion' who wanted to 'make Equestria a better place'?" Shade scowled. "Or was that a lie too?"

"It was... partly true." Shine said awkwardly. "Black did want to Equestria better, but he went about it in a way that only made sense to him."

"Oh, so the answer was to lock him up or have him killed?" Shade snarled. "Or is that how you royals deal with anypony who doesn't cotton on to your way of thinking?"

"I told you, I didn't have a choice." Shine growled. "Black was threatening the life of my daughter. As a father, I had to protect her!"

"What about Black?" Shade snorted. "He was my father! And now, he's gone, because of you and Celestia!"

"Leave Celestia out of this!" Shine yelled.

"Why?" Shade challenged. "She's the one who single-hoofedly ruined this entire family! She took my dad from me, and turned you into her whipped little stooge!"

"Shut your mouth!" Shine roared.

"Am I wrong?" Shade challenged. "She has been treating you like crap! No doubt because of Black Knight! Even now, after you practically broke his son out, you're going to come back to her side, just like a pathetically devoted puppy. You make me sick!"

"I said shut up!" Shine yelled.

"Or what?" Shade challenged. "You're going to kill me? I would expect no less from the son of the one who betrayed my father. Like father, like son, am I right?"

"SHUT UP!" Shine roared. "You think I wanted to do what I did to Black? I didn't! Neither did my father! But it was either Equestria or him. And we both chose Equestria, because Black didn't! He didn't leave us a choice. He didn't leave _me_ a choice. I didn't want to fight my own uncle, but I had to..."

"You had to." Shade spat. "For the greater good, right? You really are just like all the other royals. Justifying every lousy thing you do by pretending it's for the good of everypony..."

"Not everypony." Shine admitted. "But most ponies. What was I supposed to do? Put one pony above all others? That would have been wrong. That would have been acting like the kind of royalty you despise."

"I despise every kind of royalty." Shade sneered. "And you chose them over your own family. Makes me sick to think we're related."

"It's not so nice for me either." Shine retorted.

"Oh, how sad for you." Shade snorted. "Must be so awful, having another black sheep in your perfect little family to deal with..."

"...Well, I'm done..." Shine declared, as he then threw off the poncho and hat, and the satchel with his sword and muskets. "I want you to get out of here and never come back. I don't want to see you ever again..."

"What?" Shade asked, genuinely pained by the remark.

"You heard me." Shine snarled. "Get out of here. And don't ever let me see you around these parts again."

"So be it..." Shade growled, as he took his poncho and hat. "You will never have to hear from me ever again, your highness. I'll be going back to my real family now. The one that cares enough to tell me the truth, and accepts me for who I am. Faust knows I'll need it once everypony knows who I am..."

Shine lowered his head in regret, just as pained by Shade's retort.

"Goodbye." Shade snorted, turning and heading out.

"...Goodbye." Shine said quietly.

Shine turned around, and sadly made his way back to Canterlot, painfully aware that he had in all likelihood lost another family member...

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	12. It's Called Karma

**Shades Of The Past**

 **Chapter Twelve: It's Called "Karma"**

 _Flashback..._

It was a hot and humid day on the dusty plains.

It was hot to a point where no sane pony would be caught walking out there. Unfortunately, Shade was not that lucky.

Shade, at that point in his late teens, was slowly but surely making his way through the plains, hauling a cart filled with wares to be received in the nearby towns.

Normally, he would know better than to haul a heavy cart in such heat, but he didn't havea choice. It was only but a few weeks back that he came home one day to find his mother Belle coughing profusely to a point of collapse. After rushing her to the doctor, she was revealed to be very ill, and in order to treat this "Grogar's syndrome", he had to come up with some money.

However, being born and raised in a small town, the best he could do was become a delivery pony. Even then, it was exhausting, demeaning work, but how else would he pay for his mother's medical bills? He did not know of any pony who was rich enough to help them, or would be willing to help them, and as far as he knew, this was the highest-paying job he could find.

But despite that, it still wasn't enough to pay for even a fraction of the bills, even after a couple of weeks. But he was the 'stallion' of the house, and Faust damn it, he will find a way to get the money and help his mother.

 _'Don't you worry, mom...'_ He thought, as he focused his efforts into pulling the cart. _'I'm going to pay those bills, no matter what. And if this job and its lousy pay isn't enough, I'll just find another... mark my words.'_

Suddenly, Shade heard some commotion in the distance. A dark shape was approaching.

 _'What is that?'_ He frowned.

As the shape drew nearer, it came into view. It was an amored wagon, carrying several unsavoury-looking ponies.

"Oh, buck..." Shade gulped.

Shade quickly tried to turn around and run, but the cart greatly impeded his movement. It was only matter of seconds before the other ponies caught up to him.

"What's the hurry, kid?" One of them smirked.

"Okay, just stay where you are." Shade declared, standing his ground. "I don't want any trouble."

"Neither do we. We're just looking to introduce ourselves." A younger Scirocco grinned. "We're the Fifty Thieves. You may have heard of us."

"Fifty?" Shade looked around. "I can only count... twenty."

"...It's a work in progress." Scirocco grunted.

"Maybe you should go and work on it, then." Shade smirked. "And leave me alone!"

"Ooh, tough guy." A younger Flying Daggers sneered

"Nopony tells us what to do!" A younger knots snarled.

"Well, this pony does." Shade shot back.

"My, aren't you a bold one?"

Suddenly, his blood ran cold, as he felt the fur on the back of his neck tingle, and a sensastion like electricty was flowing through him.

Shade turned around, and came face to face with a rather intimidating stallion. His yellow coat seemed to shimmer brightly, his body fit enough for any physical task. His white spiky mane was a bit unkempt and long, but his orange eyes pierced his soul... everything about his stature made him seem like a stallion who meant business...

Well, that, and the fact that his horn was crackling with electricity.

"W-who... are you?" Shade murmured, trying to not feel threatened.

"Oh, where are my manners?" The younger Solomon dropped to the ground. "The name is Solomon Thunder. I run this operation. I take it you've met my second-in-command, Scirocco."

"Yeah." Shade nodded. "It was a real pleasure."

"Mouthy little runt, isn't he?" Scirocco grinned.

"Just back off, you hear me?" Shade growled. "I'm not looking for a fight."

"So hostile." Solomon tutted. "We just came out here to make sure hard-working delivery ponies like you don't run into any trouble on your routes. Maybe you could reward our generosity with a gift... say, whatever it is you're carrying there?"

"Not a chance." Shade growled, knowing full well he wouldn't be paid if the goods weren't delivered, and it could surely cost him his job. "The other towns need this stuff."

"Well then, looks like we are gonna have a problem." Scirocco sneered. "If you won't give us what we want, we'll just have to take it. And we won't be gentle about it."

"Give it your best shot, baldie." Shade snarled, as he then threw off his harness. "You'll get this cart over my dead body."

"Hmm, pity... and here I thought you were smart." Solomon shook his head with a smirk, as he then gave a nod. "Boys. Sic him."

Several of the thieves lunged at Shade. Shade didn't have much experience in fighting, but he wasn't about to lose his meager wages because of some scruffy thieves. Not with his mother's life on the line.

Like a stallion possessed, he lashed out with cold fury, kicking one thief aside, and headbutting another away. Another leapt on his back, but he flipped him to the ground.

"What the-?!" Knots frowned. "How are you losing to that runt?"

"I'll show you how it's done!" Flying Daggers charged, blade drawn.

Reacting quickly, Shade sidestepped Daggers, and tripped him, leaving him sprawled in the dirt.

"Impressive." Solomon mused, his eyebrows raised in amusment.

"Yeah, not bad." Scirocco shrugged.

Even Shade was surprised at himself.

 _'Did I really just do all that?'_ He wondered. _'Guess it's true what they say: You don't know what you're capable of until you need to do it...'_

More and more of the thieves charged into the fray.

"Come on!" Shade said cockily.

"Take this, you little..." Another thief spat as he lunged at Shade.

"Better idea." Shade caught his punch, as another came from behind. "Let him try!"

Shade flew the thief into his cohort, knocking him out.

"Well, now." Solomon smiled, more impressed. "What reflexes..."

However, in spite of Shade's valiant efforts, the thieves kept coming at him in high numbers, and it wasn't before long before Shade grew sloppy in his attacks.

"Come on..." He panted, as he kicked another thief away. "Is that the best you've got?"

"Not even close!" Knots wrapped his ropes around Shade.

Shade struggled as the ropes tightened. He was running out of air, but dropped down and grabbed a fallen knife, cutting himself free.

"My turn." He charged at Knots, punching him out.

More thieves came at Shade, who was more exhausted than ever.

"We got ya now, punk!" One smirked, as he kicked Shade in his side.

"Wanna bet?" Shade kicked him back, knocking him down.

"That's a sucker bet!" A second thief headbutted him, but Shade headbutted him back.

"And you're... the sucker..." Shade wheezed, unsteady.

"Nighty-night, kid!" Another thief sneered, as he punched Shade to the ground.

"Gah... oh..." Shade tried to not whimper, as all the adrenaline he had wore off.

"Finally." Scirocco snorted. "It took you clowns long enough. Now, let's take this cart and go."

"No..." Shade moaned, as he tried to get back up. "I won't let you..."

"You just don't know when to quit, do you?" Scirocco brought out his hoof-blades. "Well, looks like I'll have to put you down for good."

"Please..." Shade whispered. "...Don't... I need..."

"Wait."

Scirocco stopped, as he turned to Solomon, as well as the other thieves.

"What's up, boss?" Scirocco frowned. "This kid is obviously asking for it."

"He is a tough one." Solomon admitted. "And tenacious, too..."

Solomon approached Shade, then helped him to his hooves.

"Gotta say, kid, you got some spark." Solomon smiled. "I mean, for a lowly delivery pony, we weren't expecting you to be so tough, yet here you are, trying to put up a good fight, even though you are surely beaten."

"Oh, screw you..." Shade growled, though he was still in pain.

"Hey, don't be like that." Solomon smirked. "You have potential. And potential like that shouldn't be squandered hauling cargo. Such combat finesse should be nurtured, and I think we can put it to good use... if you were to... I don't know, join up with us."

"What?!" Shade spluttered. "No way! You're a bunch of crooks!"

"Are you serious, Solomon?" Scirocco scowled. "You want this punk to join us?"

"This 'punk' took on half our numbers and held his own." Solomon pointed out. "And all over the contents of a little cart. To us, that's just pocket change..." He then turned back to Shade. "But I take it that you need the Bits for this delivery for some reason?"

"More than you know." Shade nodded firmly. "That's why I can't let you take this cart..." He then stepped away from Solomon, taking a rather shaky battle stance. "And I will die before I let you keep me from making this delivery..."

"Now, hold up." Solomon held up a hoof. "Clearly, you are in no position to fight all of us, and I'd rather we not have to kill you." He then smiled. "Besides, you are passing up a great opportunity."

"How so?" Shade glared.

"Simple. Why waste your time and effort being a measly little delivery boy for a few Bits?" Solomon pointed out. "If you were to join up with us, you would be entitled to a share in the profits of our... escapades. That would make a couple thousand Bits, dropped right into your hooves."

"A couple thousand bits?" Shade murmured. That was a lot of money. In fact, that would be more than enough to cover all the bills, as well as maintain monthly treatments for his mother's illness...

"What's more, me and the boys can train you. With your fightin' skills and a little TLC, you could prove to be a valuable asset to our team... what do you say?" Solomon held out a hoof.

Shade was unsure. He knew the Fifty Thieves were criminals, but Solomon was right about him needing money. The delivery boy job just wasn't cutting it. But he was struggling with the idea of being a thief, especially if his mother ever found out.

But there was no alternative that he could see, not if saying 'no' meant losing what meagre pay he was due. And he had to provide for his mother, no matter what... and maybe it wouldn't be so bad?

"Looks like he's not going for it." Scirocco sneered, raising his clawed hoof. "Such a pity."

"...I'm in." Shade nodded.

"You are?" Solomon smiled.

"He is?" Scirocco scowled.

"Yeah." Shade added. "As long as you don't ask what I'll be doing with my share, I'll all for it."

"Good to hear." Solomon grinned. "And we can start right now, with all the wares in this cart. I daresay they'll fetch a pretty penny."

"Guess we'll see, right?" Shade grinned.

"Welcome to the Fifty Thieves, kid." Solomon declared. "What's your name?"

"Shade. Shade Paladin." Shade replied.

"Paladin, eh?" Solomon mused. "Unique name."

"Yeah... my mom says it comes from my dad." Shade frowned, the subject a little sore for him.

"Say no more." Solomon shook his hoof. "Welcome aboard. Something tells me this is the beginning of a long and prosperous association..."

As Shade followed his new group, he felt a twinge of guilt over becoming a thief. But he put it aside, knowing that he needed the money, and he especially needed to see his mother healthy.

 _'I'm doing this for you, mom.'_ He thought. _'Even if it's against everything you've raised me to believe, I will get that money, and see you well again...'_

 _The Present..._

Fletcher, still dejected over the night's events, returned home.

"What a disaster." He sighed. "I shouldn't have said those things to Caboose... even if he _did_ cost me my dream job!" He added with a snarl.

"Fletcher? Fletcher, is that you?!" Dove called out.

"Dove?" Flether's ears perked, "Is everything alright?"

Suddenly, Dove came down the stairs, running over to hug him while squealing.

"Oh, Fletchy, it's more than alright!" Dove squealed joyously, "It finally happened!"

"Happened? What happened?" Fletcher frowned.

"This!" Dove smiled, as she pulled up what seemed to be a pregnancy test... with a blue + showing. "I'm pregnant!"

"You are?!" Fletcher gasped.

"Yes!" Dove hugged him again. "I just found out a few hours ago! We're going to be parents!"

"Oh, that's great..." Fletcher put on a fake smile. "At long last..."

"Are you okay, Fletcher?" Dove asked. "You seem a little... tense. Did something happen at that party?"

"...Nothing out of the ordinary." Fletcher lied. "Just the usual high society event. No big deal."

"If you say so." Dove shrugged. She wasn't entirely convinced, but her great discovery made her focus elsewhere. "Can you believe we're finally going to have a foal? I can't wait to tell Caboose and Daring!"

Fletcher tensed up. After what had happened between him and Caboose, the last thing he wanted was for Dove to find out of their falling out.

"What's the rush?" He asked nervously. "Maybe we could wait a while to tell them. Make it a surprise, you know?"

"...Yeah, I guess we could do that." Dove shrugged. "Oh, the looks on their faces..."

"Priceless, I know." Fletcher nodded, relieved that she was buying it.

"It's all so wonderful!" Dove hugged Fletcher again. "Everything's falling into place!"

"Yeah, it is..." Fletcher nodded with fake joy.

 _'What am I going to do?'_ Fletcher thought. _'Without the General position, I may not be able to provide for the little one.'_ He then grimaced further. _'For all I know, I might end up losing my job...'_ He let out a harrowing sigh. _'Damn you, Caboose... why did you have to put me in this position?'_

Meanwhile, within his quarters at the Canterlot Castle, Elite was sitting at his desk, drinking some bourbon.

"What a disappointing night this turned out to be..." Elite sighed. "Fletcher and Caboose both had so much promises. Call isn't exactly bad himself... but those two... I actually thought they could be..." He shook his head, poured another glass and downed it. "And Shade... poor kid... You'd think somepony with a bloodline like that could have done better..."

His musing was interrupted when one of the guards came in.

"Sir?" The guard addressed.

"What is it?" Elite frowned.

"Forgive my intrusion, but one of the Royal Guards wishes to speak to you." The Guard revealed.

"Look, if it's Ulysses, tell him I have no interest in speaking to him." Elite scoffed.

"Um, no, sir." The Guard shook his head. "Actually, it's Napoleon"

"Napoleon?" Elite raised a brow... only to give a scowl. "Well, I don't want to speak to him either."

"Are you sure? Napoleon seems very insistent on seeing you." The Guard frowned.

"I don't care. Do not let him through that door." Elite sighed in frustration.

"Yes, sir." The Guard nodded.

The Guard stepped outside to relay Elite's words to Caboose... only for him to come back.

"What now?" Elite growled.

"Caboose wanted you to read this note." The Guard handed him the note. "I fail to understand the meaning, but perhaps you will."

The Guard departed.

As soon as it was just him in the room and everything was silence, Elite glanced at the note, and only furrowed his brow in confusion.

"...Hey, Kool-Aid?" Elite grimaced. "What the f-"

Suddenly, Caboose burst the wall, coming from a nearby room.

"Oh yeah!" Caboose whooped.

"What the-?!" Elite growled. "What the buck?!"

"I'm sorry for the intrusion, sir." Caboose bowed, brushing off the rubble. "But I just had to speak with you."

"Lieutenant, did you not understand my instructions?" Elite frowned. "I said-"

"You didn't want me to come through the door." Caboose cut him off. "That's why I came in through the wall."

"Uh..." Elite was thrown for a loop. "How did you even do that?!"

"Trust me, sir, I have burst through many walls in my lifetime." Caboose said proudly. "And with little to no reprecussss..." He trailed off, drooling from the mouth and becoming dazed... before snapping back to normal. "Um... what did I come in here to do?"

"You said you wanted to speak with me." Elite frowned. "And since you clearly have no intention of leaving me alone, you might as well come out with it."

"Oh right!" Caboose lit up, before clearing his throat, and adopting a serious face. "Sir. I must implore you to give Fletcher another chance!"

"...And why would I do that?" Elite frowned. "You two purposely withheld information about a known felon. Outright lied to your squadron and to your superiors. You realize that this is grounds for court martial, right?"

"...Yeah..." Caboose cringed. "But regardless, you gotta give Fletcher another shot. I know we messed up and all, but Fletcher's a really great guy! He's smart, he's tough, he's a great leader, he has a really snazzy manestyle, great taste in wines, a demon in the sack, from what I've heard... wait, where I was going with this?"

"Tartarus if I know." Elite growled.

"Anyways, more importantly, Fletcher's the best Guard I've ever met." Caboose declared proudly. "And if there's anypony out there who deserves to be RDL General, it's him."

"Look, Lieutenant. I know you're trying to stick up for your friend and all, but it doesn't change the fact that you and Fletcher lied." Elite sighed. "I need somepony I can trust."

"But you can trust Fletcher!" Caboose protested. "Come on, this whole thing with Shade is the only 'wrong' thing he's ever done since coming here! He's always done things by the book. He always follows arrest procedure, he fills in his paperwork, never taken a sneaky sick day... Faust, I don't think he's ever cursed... well, in Equestrian, at least."

"That's all well and good." Elite brushed it off. "But it doesn't change the fact that he lied about-"

"-But only because I talked him into it!" Caboose cut him off. "It was my fault that he lied about Shade. He wanted to turn him in, but I begged him not to. So did Shine."

"...And why exactly did you lie about Shade, Lieutenant Caboose?" Elite gave a suspicious glance. "Surely, if you and Fletcher had just done your duty, this could have turned things in both your favor."

"Well..." Caboose rubbed his head. "I guess I wanted to give Shade the benefit of the doubt. I mean, you know me, Caboose Napoleon, youngest of the infamous Napoleon brothers. Honor among thieves, you know?"

"Yes... except this thief nearly made off with some royal gold, right from under your noses." Elite grunted.

"Okay, granted, that was a mistake." Caboose admitted. "But I wanted to give him a second chance. And I wanted Fletcher to give him a second chance. And now I'm here, asking you to give Fletcher a second chance."

"I'm sorry, Caboose, but you are wasting your time." Elite sighed. "I can't just overlook Fletcher's errors because his friend broke in and begged me-"

"For crying out loud, Fletcher doesn't even know I'm here!" Caboose snarled.

"...Huh?" Elite said, confused.

"Yeah, me and Fletcher aren't really 'friends' anymore." Caboose frowned in remorse. "We got into this big fight, and Fletcher blamed me for this whole mess... and honestly, I don't blame him."

"Then why are you here?" Elite asked. "It sounds like you should be cross with him."

"Trust me, I was." Caboose sighed. "...But again, it was my fault this happened to begin with. Despite everything, Fletcher is still my friend, even though he hates me now. He's done a lot for me this past year, and I let him down by costing him his dream..."

"That is... tragic." Elite admitted. "But I don't know what this has to do with the position."

"Everything." Caboose declared. "Look, when you first came in, saying you were looking for somepony for General, I made a promise with Fletcher that if it came down to just us, I would make sure he got the position. I promised him that if he agreed to lie about Shade, everything would turn out okay... I already broke one promise... don't make me break another..."

"...Hold on." Elite frowned. "So... you're saying that in the trials... you were purposely holding back, just so Fletcher would get better scores and win this position?"

"Yeah, that's the gist of it." Caboose nodded.

"Caboose." Elite glared. "What you did was completely unfair."

"Unfair?" Caboose frowned. "How? It's not like I took a baseball bat to Call's kneecap..." He then growled. "Though as of now, that would sound nice."

"I'll pretend I didn't hear that." Elite growled. "I meant that you were being unfair to both yourself and Fletcher. You're saying that Fletcher deserves this position, even though you _could_ be better than him."

"But I'm not." Caboose insisted. "Fletcher is the best damn Guard I know. He graduated from a Norhay military academy, where they made him run with ten ton weights stuck to his hooves. And he's so good at archery and all that hero stuff that he could moonlight as the Green Quiver if he wanted to!"

"Caboose, I came here to Canterlot to find the best pony for the position of the RDL General." Elite frowned. "And I will not lie. Fletcher was a great contender for the position. But so were you. In spite of only getting in through faked credentials, you kept up with the other Guards even though you had zero military training, questionable dietry habits, unusual exercise routines, and an odd leaning towards cannons. Speaking honestly, you probably had the best chance out of the three of you to get this position... yet you would throw that away, for your Captain, who might not even deserve this position... why?"

"...Because he's my friend." Caboose murmured. "I mean, I admit we got off to a rocky start, but he's just unlike any other friends I have. Not even Iron Hooves. He always inspired me to be my best, and even though I'm a screwy 'on break' criminal, he put up with me. He showed me what a real Royal Guard is made of, taught me the true meaning of loyalty, and inspired me to be a better stallion! I wouldn't have made it this far without him."

"Well..." Elite brushed his snout. "That is a... compelling speech... but I can't just look the other way. We uphold the law, you know..."

"If you must punish anypony... punish me." Caboose sighed. "Don't make Fletcher pay for my mistake. This job is his dream. I can't let him lose it, no matter what. I'll take full responsibility for all this, and any punishment you dish out, just as long as you don't cut Fletcher out of the running! Getting run out of the Royal Guard is a small price to pay, if it means Fletcher gets his dream!"

"...You really mean all that, Lieutenant?" Elite asked.

"Every word." Caboose nodded, as he kneeled before him. "Please... don't make me beg here, because I will do it. Let Fletcher back into the running... and I will give you some... executive relief. Just give Fletcher another chance. I'll do anything, you can buck me, you can get bucked by me. You can watch me buck something? Just point at something in the room, and I'll buck it for you! Just tell me what you want me to buck!"

"Alright, alright, you've made your case, Caboose." Elite said awkwardly. "And as... enticing as your bargaining sounds...But I don't bend that way."

"Oh... well, neither do I!" Caboose chuckled nervously. "I just want to do right by Fletcher."

"...Well, Lieutenant, I must say, your loyalty is quite impressive." Elite mused. "Your Captain must be quite a Guard and stallion to inspire such devotion."

"Oh, he is." Caboose nodded, "So... is that a 'yes' on the Fletcher getting a second chance?"

"...Hmm, now, I am not sure." Elite admitted. "But I will take it into consideration... but as of now, what about you?"

"What about me?" Caboose asked.

"It occurs to me that your skills could be quite invaluable in... certain fields." Elite declared. "How would you feel about working in the private sector? In expanding your horizons, and taking on new responsibilities?"

"Well, uh..." Caboose frowned.

Suddenly, an alarm rang out.

"What the? What's going on?" Elite asked.

"I swear, I didn't do it!" Caboose piped up.

The Guard from before entered the room.

"Sir, there was a prison break. Shade Paladin has escaped!" He yelled.

"What?!" Elite gaped.

"Whoa." Caboose gasped.

The Guard noticed Caboose, then the hole in the wall.

"...Am I interrupting anything?" He asked awkwardly.

Elite and Caboose ran past him, in too much of a hurry to answer his question.

Elsewhere, all the way back in Praireville...

Back within the hideout of the Fifty Thieves, the entire place was now in shambles, devoid of any riches, following the raid led by Call Duty. All that was left were eight thieves, all languishing in their rotten luck.

"From Fifty Thieves down to eight." Girth Gut groaned. "How did it come to this?"

"That's a very good question." Flying Daggers frowned. "How did the Guards know where to find us?"

"And more to the point, how did they know the password?" Knots added.

"I have a few ideas." Scirocco declared, not letting on how much he truly knew.

"What do we do now?" The Chineighse stallion sighed. "Without our comrades and our battle wagon, we're sunk."

"And our reputation is in the toilet." Flying Daggers growled.

"So much for being feared." Jump sighed.

"And respected." Leap added.

"But especially feared." Spin frowned.

Suddenly, the cavern opened again.

"Oh no... another raid?!" Flying Daggers gaped. "Are you serious?!"

"Not again!" The triplets groaned.

"It's a good day to die!" The Chineighse stallion struck a fighting pose.

"Oh come now, no need to be afraid..."

"Wait... that voice." Flying Daggers murmured.

"Can it be?" The Chineighse stallion gasped, breaking his pose.

Approaching them all from the shadows, horn still crackling with electricty, was none other than Solomon Thunder.

"It is just me... Solomon Thunder." Solomon smirked.

"Solomon?" Girth asked.

"You're alive?!" The triplets gasped at once.

"Impossible..." Knots whispered.

"How... how are you alive?" Flying Daggers gaped. "I mean... what happened between you and Shade..."

"I can only assume it is a miracle." Scirocco stepped forward, giving a subtle wink at Solomon. "It seems our old leader has came back from the dead."

"Please, you flatter me, friend." Solomon chuckled, "I'm but a survivor, like all of you..." He then sneered. "No thanks to your so-called 'Western Shade'."

"Shade?" Flying Daggers gasped.

"You saw him?" The Chineighse Stallion asked.

"If you did, tell us what he wants us to do now!" Girth pleaded. "Because we're up the paddle without a creek!"

"Oh, I'll tell you what he wants..." Solomon growled. "He wants you all to rot in prison!"

"What?!" The Chineighse stallion growled.

"What do you mean?" Flying Daggers asked.

"Do I have to spell it out?" Solomon glared. "He betrayed you all to the Royal Guard!"

"I don't believe it!" Jump, Leap and Spin said in unison.

"Me neither!" Girth agreed

"He has a point, though." Scirocco declared, playing his part. "Think about it. Shade leaves for Canterlot, and a few days later, we're raided."

"It can't be..." Flying Daggers shook his head. "Shade wouldn't do that."

"The Western Shade is loyal to the end!" Jump, Leap and Spin declared, hopping on one another.

"Oh, don't be so naive, ya pushovers..." Solomon scoffed as he then knocked them over.

"Ow..." The trio groaned.

"How do you think those guards got the magic words to get in here?" Solomon asked.

"...Shade told them the magic words?" Girth asked dumbly.

"That can't be!" Knots growled. "How do we know if Solomon is telling the truth? We all know how badly things ended between him and Shade!"

"Yeah, he's the one we can't trust!" Flying Daggers added.

"Ingrates." Scirocco scowled. "Solomon was once our leader, remember? He led us long before that brat took charge... and now he's back, to pick up the pieces after Shade betrayed us!"

"We don't have any proof Shade sold us out!" Flying Daggers said stubbornly.

"All we have is speculation!" The triplets chorused.

"And we don't know if it's true or not." Girth added.

"Guys, guys..." Solomon soothed. "Have you all forgotten what life was like before Shade came along?"

"Ah, those were the days." Scirocco grinned. "When we didn't have to worry about 'harming in the innocent'. When we were free to be as rough and brutal as we liked."

"Of course you'd say that." The Chineighse stallion retorted. "You've always hated Shade."

"And with good reason, it would seem." Solomon mused. "That soft-hearted fool turned this gang into a toothless shell of its former self... and then ratted you out, like a backstabbing turncoat!"

The other Thieves shared unsure looks.

"We were once feared, and with good reason." Scirocco declared. "But with Shade's overly-compassionate leadership, we no longer had the force to back that fear."

"I do miss carving my victims..." Flying Daggers mused.

"Choking them with ropes." Knots added.

"Poundin' 'em to pulp." Girth chuckled.

"I rarely get the chance to exercise the full extent of my combat skills." The Chineighse pony declared.

"All that sensitive stuff was pretty boring." Jump noted.

"I can't remember the last time we broke some bones." Spin agreed.

"Well, I'm sick of always holding back!" Twist scowled.

"Exactly." Solomon nodded. "I was once your leader. And under my command, we flourished."

"Those were the days..." Scirocco grinned.

"And that is why I am here. To clean up the stains that the Western Shade has made on our reputation." Solomon declared, as he smiled darkly. "Together, we can regain that former greatness, if you will allow me to become your leader once more. Under my leadership, we will get the biggest scores around, with none of the pitiful 'compassion' Shade indulged in. We will reclaim our former glory, and be feared once more!"

The Thieves once again glanced among themselves.

"So what do you say?" Solomon smirked. "Are you in, or out?"

At the same time, Shade returned to Prairieville, in a dour mood.

 _'Home, sweet home.'_ He thought to himself. _'I should never have left...'_

Stuffing his poncho and effects into his satchel opposite of his loot bag, he made his way to his mother's house.

Belle, her health growing steadily better thanks to the treatments, was in the front living room when he entered.

"Shade?" She smiled.

"Hi, mom." Shade grinned dimly.

"Back so soon?" Belle asked, having been informed of Shade's trip beforehoof. "How was Canterlot?"

"It was... an experience." Shade shrugged. "Little too 'high society' for me, though. That's why I came back so soon. I just like it better out here..."

"What about the royal family?" Belle urged. "Were they nice?"

"Some of them." Shade sighed.

"And the Guards?" Belle continued. "I've heard they are a noble bunch. And friendly, too..."

"Yeah, kinda..." Shade bowed his head in sorrow, remembering how much fun he'd had with them.

"Shade... are you alright?" Belle frowned, "You look... sad."

"I'm fine, mom." Shade sighed. "I just... had a long flight..." He then forced a smile. "How about I get dinner started?"

"Dear, you really don't need to do that." Belle insisted, "I can do it myself-"

"Please, mom, I insist." Shade urged. "It's the least I can do for my only family."

Shade marched into the kitchen, leaving Belle confused.

"What happened up there?" She frowned. "I suppose he'll tell me when he's ready..."

As Belle turned to sit in her chair, her hoof bumped into Shade's loot bag, resulting in a jingling sound.

"What's this?" She mused, bending down to examine the bag and Shade's satchel.

In the kitchen, Shade tried to focus on making the meal, but his mood was making it difficult.

 _'Come on, focus!'_ He told himself. _'Focus on the food, and nothing else...'_

Moments later, Belle came in, wearing an odd expression.

"So... Canterlot. Quite a fancy place, isn't it?" Belle declared.

"Yeah, you could say that." Shade nodded.

"I assume there's a lot of fancy stuff there as well." Belle noted. "Dresses, perfumes, gourmet food, fancy linen, exotic flower gardens, marble towers, gold and jewels..."

Shade stiffened, not liking the way she brought those last items up.

"I reckon in the castle, they must have a surplus of those." Belle glanced at Shade oddly. "Worth millions upon millions of Bits... am I right, Shade?"

"...Um, yeah..." Shade nodded nervously. "Enough to buy this whole town ten times over."

"Shade... what happened to your necklace?" Belle asked, pointing to Shade's bare neck. "This has to be the first time I've seen you without it."

"Oh, I accidentally snapped the string." Shade murmured, hoping it would change the conversation. "So, uh, how have things been around here? Anything interesting happen while I was gone?"

"Not much." Belle shrugged. "How about you? What kind of 'experience' was it up there?"

"Nothing too major." Shade said awkwardly. "Just this and that."

"I see." Belle nodded. "And would the 'this and that' include a bag full of gold and jewels?"

Belle held up the loot bag, its valuable contents peeking out. She glared at her son disapprovingly.

"Um..." Shade stammered, as he cringed under his mother's glare. "I can explain..."

"Explain?" Belle glared. "I think this explains quite a lot... you're the Western Shade... aren't you?"

"I, er..." Shade spluttered, shocked. "I... I don't know what you're talking about."

"Don't lie to me, young colt!" Belle snarled. "I'm your mother, and I deserve the truth!"

"...Okay, fine, you got me." Shade sighed. "I'm the Western Shade."

"...I knew it..." Belle shook her head. "I should have known that the name sounded familiar. And the fact that you would go off for days at a time... but I wanted to give you the benefit of the doubt... but now..."

"Mom... please, it isn't what you think..." Shade insisted. "I've been doing this so I could pay for your treatment. It's not like I wanted to do it, but the jobs weren't cutting it..."

"Shade, I understand why you're doing it..." Belle nodded. "And I am grateful that you would go to such lengths for me... but this is too far... you have to stop it."

"Stop it?" Shade gasped. "But mom, robbing ponies is what's been paying all the bills. And we wanted for nothing for the longest time. We were happy!"

"Yes, but we've been living off the happiness of others." Belle frowned. "Our good fortune was built on the misfortunes of those you robbed."

"But this was all for you!" Shade protested. "If I hadn't joined the Thieves, we would never have afford those treatments. Amd you would have died an agonizing death!"

"To be honest, I would have preferred that over living on the stolen wealth of others." Belle frowned.

"Oh give me a break!" Shade snarled. "I've only been stealing from the rich. Those ponies would've just wasted those Bits on prostitutes, drugs, and fancy carriages!"

"What about the other ponies?" Belle glared. "I can bet you there are rich ponies who are trying to make ends meet, just like us. Those with families and loved ones!"

"Well, excuse me for finding your life being worth more than their livelihoods." Shade growled.

"What about your own life?" Belle asked. "I can't imagine all the risks you must be taking. Fighting over stolen goods, being chased by the law... I don't know what I would do if you died out there..."

"There's no risk." Shade snorted. "I can take care of myself. And I have my gang to back me up."

"A gang of cutthroats and brigands." Belle snarled. "Not the kind of friends I wanted my son to have."

"They're a great bunch, once you get to know them." Shade said defensively. "Besides, I happen to think I've found quite the lucrative career."

"Well, I don't." Belle growled. "I want you to stop this. I will not take any more treatments that were bought with ill gains."

"Mother... you can't be serious." Shade protested.

"Never more so." Belle said firmly. "I'm sorry, Shade, but I thought you were better than this. But I guess I was wrong... I guess you didn't turn out as well as I'd hoped after all..."

Shade stepped back a bit, the statement cutitng through his heart.

"...Oh..." Shade felt tears welled up in his eyes. "I see how it is."

"Shade, I didn't-" Belle started.

"You know what, mom?" Shade snapped. "I don't care... I JUST don't care..." He sniffed, trying to hold in his tears. "I'm sorry if I am a big fat disappointment to you... but I don't care. Because you're everything to me, and honestly, I rather be a disappointment to you and have you alive, rather than have you all happy and care-free..." He then slammed his hoof into the table. "AND DEAD!"

"You can't mean that..." Belle frowned.

"I do. I would pillage all of Equestria, if it meant you'd stay alive. You're the only family I had left, and here you are, spitting in my face after all the things I've done for you!" Shade sniffed. "You're right, I did put myself at risk. I put my life on the line, all for you!" Tears began streaming down his face. "I wanted you to be well, because I didn't want to lose the only family I had. Being a delivery pony or some other rube wasn't working. I had only one way to make sure you got better, one choice for us to stay together, even if it meant going against what you taught me!"

"And who says that choice is yours to make?" Belle glared. "I am your mother. I raised you all by myself!"

"Oh, and why is that, hmm?" Shade sneered. "BECAUSE MY MULE-FACED SCUM OF A FATHER ABANDONED US!"

"He did not!" Belle growled. "And you will not talk of him like that!"

"Why not?! He only left you when you were pregnant with me and left us to struggle on our own!" Shade snarled.

"I know your father had a good reason for what he did." Belle retorted. "And he would be very disappointed if he knew what you've been-"

"Well, now I know why he left!" Shade scowled. "My father... he was a twisted revolutionary who was betrayed by his brother and would later on go on to try and take over all of Equestria! And now he's dead! All because of the royals, because of Shine, because of all of them!"

"Shade, that's enough." Belle frowned. "Getting angry won't solve anything."

"Angry?" Shade scoffed. "Didn't you hear me? My father was-"

"Shade, I know." Belle nodded sadly.

"Wait... you did?!" Shade spluttered. "All this time?"

"Yes." Belle answered. "Some time after your father left, I took a trip to Canterlot to visit an old friend. While there, I read a newspaper report about a vile stallion known as 'Red Eclipse' who was causing trouble. There was an artist's rendering of him, and it looked just like Black." She sighed. "I admit, when I learned the truth, I was a bit shocked. He was always so secretive of his past... and I could finally see why."

"You knew what kind of stallion he was..." Shade growled. "Yet you still love him. You still think of him as the greatest stallion you ever met!"

"Of course..." Belle nodded.

"How could you love him?" Shade demanded. "He was a evil stallion, who left you before I was born, and to do what? Take over Equestria? How can anypony love somepony who caused them so much pain?! How?!"

"You don't know him like I did, Shade." Belle insisted. "Nopony else did. Everypony made him out to be this monster... but when I first met him... all I saw was a good soul, greatly misunderstood by the world."

"Good soul? He nearly murdered a child!" Shade roared.

"I'm not denying that." Belle sighed. "But I know the pony who did that wasn't Black. Sombra's horn had corrupted him, made him cruel and heartless, not like the Black I knew..."

"You know what? Save it!" Shade spat. "I already had a crappy night, and the last thing I need is to hear this bullcrap all over again from somepony who spurned my help! The fact you never told me that you knew what my dad was all this time is just..." He let out a snarl.

"And what would that have done? It didn't change the fact that your father was... not around." Belle frowned. "And even then, I knew in my heart that Black had a good reason for leaving, and that he wouldn't want his son to end up as a petty thief. I was only trying to give you a happy life..."

"Well, so was I, but apparently, that's not good enough for you." Shade growled, as he grabbed the bag of loot and stormed away.

"Shade, where are you going?!" Belle asked.

"Away from here." Shade reorted angrily, as he grabbed his stuff. "To the one place where nopony will judge me!"

"Shade! Shade!" Belle called out to him... only to frown in remorse. "Oh, Shade..."

Almost blind with rage, Shade stormed out of town, making his way to the hideout.

 _'Okay, time to salvage what's left of this lousy night...'_ He thought. _'At least the guys'll be pleased to see my haul.'_

Putting on a smile, Shade uttered "Open Sesame" and entered the cavern, making his way through the tunnels and into the main cavern.

"Fellas, I'm home!" Shade called.

There was no answer.

"Fellas?" He glanced around... and noticed something odd. For a hideout that housed fifty thieves, it was... so quiet, and as he took in his surroundings, he noticed that the cavern was devoid of anything. "Hey, what gives?! Where is everything?"

Shade went deeper into the cavern, looking in all directions.

"Guys?" He called. "If this is a joke, it's not very funny!"

Suddenly... Flying Daggers stepped forward...

"Oh, Daggers, thank Faust. What's going on here?" Shade approached him. "Everything is-"

He was cut off when Flying Daggers pulled out two swords, looking at him with a rather nasty scowl.

"Daggers?" Shade murmured, "What's wrong?"

From another shadowy spot emerged the Chineighse stallion, wielding his own sword and the same venomous expression.

"What the...?" Shade blanched.

From above, rappeling on his rope, was Knots, also with a sword and a glare.

"Knots?" Shade gaped.

Then coming from behind three pillars were Jump, Leap, and Spin, each holding a blade, and nearby, Girth Guts, wielding a heavy club.

All seven of them approached Shade menacingly, glaring at him.

"Guys?" Shade frowned. "What... what's going on? Why are you all looking at me like that?" He held up the bag of valuables. "I brought back enough gold to set us up for life..."

"Us... or you?" Daggers glared.

"What?" Shade frowned. "Wait, where are the others?"

"As if you don't already know." The Chineighse stallion sneered.

"What is the matter with you guys?" Shade demanded. "Aren't you happy to see me again?"

"Oh they are... just not in a way you would like..."

Shade's blood ran cold as it did that day, as he felt that familiar electric sensation...

"No... no... it can't be..."

Shade glanced towards the shadow, as stepping forward, flanked by Scirocco, was none other than Solomon.

"You." Shade said quietly.

"Yes, me." Solomon sneered. "I'm here to take back what's mine..."

"Look... let's just talk about this..." Shade tried to reason with him.

"Lights out." Solomon threw his hoof forward as everything to white.

Back in Canterlot...

A fuming Celestia was waiting at the balcony, angered by the night's events. She was joined by Luna, Dusty, Mist and Elite.

"Your highness?" Elite asked.

"Not now, Everest." Celestia growled.

"Sister, you must get a hold of yourself." Luna urged.

"I said, not now." Celestia growled

"What's wrong? I heard there was some commotion over here." Mist added.

"Shade's... been arrested." Dusty sighed. "For trying to rob the vault."

"What?!" Mist gasped. "But... Shine?"

"He helped Shade escape." Luna frowned.

"Such a pity." Elite sighed. "Breaking the law for a loved one... both right and wrong at the same time."

"He hasn't been seen since." Dusty added.

"Oh, Shine..." Mist sighed.

"Perhaps we should send out a search party?" Luna suggested.

"Do what you will." Celestia scowled. "I don't care."

"Um... your majesties?"

Everypony glanced at a Guard, who just came in.

"We just found Prince Paladin."

"What?!" Celestia gasped.

"Oh, good." Mist smiled.

"Why would he come back?" Elite wondered.

"Let's find out." Celestia frowned. "Bring him in."

"Yes, your highness." The Guard nodded.

Not long after, Shine was being escorted in, with a rather smug Call Duty, who was nursing a bump on his head caused by Shade earlier.

"Shine..." Celestia seethed.

Shine looked impassively at Celestia, trying not to appear apologetic.

"Frankly, what you did tonight was most disappointing and most unpleasing." Celestia glared.

"It is tragic how the mighty have fallen, your highness." Call sneered. "Our once-great Prince, throwing everything away to help his criminal cousin."

"You stay out of this!" Celestia snapped at him.

"Eep." Call clamped shut.

"Shine, why would you do something like this?" Mist asked.

"Because I was the one who brought him here." Shine sighed. "I realized it was a mistake... but he was still my family and he didn't deserve to rot in prison because of me."

"That wasn't for you to decide." Celestia growled. "He was a criminal, who needed to be punished. And you went behind my back and broke him out! What will the populace say if they find out?"

"Well, I can care less what they think." Shine growled. "Shade is my family... he was my family."

"Like Black?" Celestia frowned as she shook her head in disgust. "There you go again, making ridiculous allowances for those related to you, no matter how twisted and evil they are."

"Shade is nothing like Black!" Shine insisted. "He's a liar and a traitor... but he is far from my definition of evil."

"Well, forgive me, but your definition isn't all that clear, since you seem to defend Black all the time." Celestia glared.

"Because Black wasn't evil either, just misguided." Shine retorted.

"That's it, Shine." Mist nodded. "Hold on to your beliefs..."

"And again, you defend him." Celestia scowled.

"This isn't about Black, it's about Shade." Shine insisted. "And the fact that he's not as bad as you think he is."

"How can you say that after he lied to you, used you?" Celestia scowled. "Tried to steal from us?"

"You don't understand..." Shine shook his head. "Shade has a mother... and she's sick. He has been stealing so he could pay for her treatments!"

"That does not justify his actions!" Celestia retorted. "There are better ways to get money than stealing! But clearly, your cousin didn't care!"

"How can you say that?" Shine snorted. "You don't seem to mind to mind the Napoleons commiting crimes left right and center, but you're ready to crucify Shade for far less. You do see the hypocrisy there, don't you?"

"HEY! Leave my family out of this!" Dusty growled.

"The Napoleons and Shade are two completely different matters." Celestia declared. "At least the Napoleons gave to the poor, and not themselves... like Shade."

"Don't talk like you know him!" Shine retorted. "You never even tried to get to know him! You hated him from the beginning!"

"Because I could see what he was!" Celestia yelled. "Unlike you!"

"You were just seeing what you wanted to!" Shine roared. "Just like Black! You are just becoming a hateful, bitter harpy!"

"And you, an idealistic, bleeding heart fool!" Celestia shot back.

"Sister, please!" Luna urged.

"At least I still have a heart!" Shine yelled.

"Shine, don't!" Mist pleaded.

"How dare you!" Celestia spat. "You foolhardy-"

"You spiteful little-" Shine started.

"ENOUGH!" Elite shouted, slamming his metal hoof.

Everypony glanced at Elite.

"Will you all just shut up and listen to yourselves?" Elite snarled.

"Excuse me?!" Shine frowned.

"Elite, this is most out of line!" Celestia gasped, outraged.

"I'm sorry your highness, but I must have my say!" Elite declared, as he turned to Celestia. "Celestia, you have every right to hate Black for what he did. He did murder a village, using your RDL troops to help him, he almost took over Equestria, and almost took your daughter's life. I can understand all the trepidations you must have had about Shade."

"Exactly!" Celestia growled. "I've been trying to tell Shine that all al-"

"Let me finish, your highness." Elite held up a hoof. "Black was a terrorist and a traitor to the country... but is that truly the definition of an evil pony? Think about it: back at the Crystal Sun incident, Black had you all held captive... if he was this 'monster' as you say, he could easily have done away with all of you. And he wasn't out to destroy Equestria, he simply wanted to take control, and try and better it. In a warlord kind of way, mind you, but monsters don't do that. In fact, did anypony at all die during the Crystal Sun event?"

"I don't think anypony did." Dusty mused.

"None at all." Luna nodded.

"You'd think a big battle like that would incur a sizeable body countt..." Mist joked.

"But he was willing to kill anypony who got in his way!" Celestia snarled. "What about my daughter and Shine?"

"Desperate stallions do desperate things when events come to a head." Elite shrugged. "The thing is, every pony has their own story, and it is a stallion's story that defines him, not one particular moment."

"That may be true, but-" Celestia started.

"And what of Luna?" Elite gestured to Luna. "Didn't she become Nightmare Moon? Sure, she might have not have had as much time as Black to truly hurt anypony... but in her short time before she nearly went out and 'made night eternal', did you ever consider her evil?"

"Faust no!" Celestia snarled. "But Black and Luna are two entirely different ponies!"

"Are they?" Elite asked. "I don't seem to recall Shade ever trying something like that, yet you are ready to demonize him for far less."

"I... well..." Celestia muttered.

"That was what I was trying to tell you!" Shine declared.

"And you're exactly innocent, either." Elite snorted.

"What?!" Shine asked.

"I believe what you say about Black and Shade." Elite declared. "But you're letting your defense of those beliefs make you stubborn, and unyielding. We are all entitled to our opinions, you know. And you shouldn't show such hostility to your own wife, just because she thinks differently than you."

"Well, I..." Shine muttered, shaken.

"I understand that you two of you have conflicting views on Black." Elite declared. "But you're letting those views tear you apart. You are husband and wife, Prince and Princess. You love each other. If I heard right, Shine got his Cutie Mark because of his love for you. Honestly, is Black or Shade truly worth throwing away such a strong bond? Is this Faust-damn argument really worth throwing away twelve years of marriage and tearing this family apart... well, is it?"

Shine and Celestia looked at each other... as their anger soon turned to guilt and sadness...

"No." Celestia sighed. "Shine, I'm sorry. I don't want to lose you. You don't deserve any of the strife I've placed upon you these last few days.. .no, these past weeks. I just... Black came so close to taking so much from me... and I was afraid he was going to take you away... it was petty..."

"No, you were right... I'm sorry as well." Shine bowed his head. "After everything that's happened, I've let things with Black get to me too. It's just... when I found out about Shade, I thought that was my chance to make things right, to place Black's son on the path of righteousness. Turns out I was wrong."

"Oh, Shine." Celestia sighed. "I've forgotten what it is like to have a family member set against oneself. I suppose if I were in your position, and Luna in Shade's, I would have done the same thing. I cannot blame you for such an act. And the fact you returned to face the consequences means a lot as well..."

"I couldn't leave you." Shine smiled, as he turned to the others. "You or the others. In spite of all the trouble we've been having, I wouldn't want to face life without you."

"Nor I." Celestia smiled.

The two royal ponies embraced, and kissed each other deeply.

"Finally." Luna smiled.

"Yes..." Mist grinned.

"Now that's more like it." Dusty added.

"Hold the phone!" Call roared. " So that's it? You're letting him off the hook?!"

"Of course, Sergeant Duty." Celestia nodded, breaking from the embrace. "In spite of the crime, he did it out of love. As a Princess of Equestria, I am more then willing to forgo any punishment."

"To hell with that!" Call snarled. "Your husband just busted out the biggest criminal this side of Manehatten! That scum is free to loot and pillage all over Equestria because of him! This is a outrage, a miscarriage of justice! I worked hard to bring this little crap to justice and-"

"QUIET!" Shine yelled. "Where do you get off, insulting your Prince? I could have you arrested for treason, you know."

"What?!" Call yelped. "But you-"

"I know what I did." Shine nodded. "It was wrong, but you are way out of line. Maybe your duties have grown too stressful. Maybe if you don't improve, I'll get you an early retirement. How does that sound?"

"Why you..." Call snarled.

"Call, just stand down." Elite declared. "It's over and done with."

"Unbelievable..." Call snarled as he departed. "Treating a loyal veteran like that..."

"So... what now?" Shine murmured.

"Well, I guess all that's left now is to just put this ugly business behind us." Celestia sighed. "But I am curious... what of Shade?"

"Yeah, what happened to him?" Mist asked.

Shine let out a sigh.

"There will be no need to worry about him." Shine frowned. "Shade is gone, and he'll probably never come back."

"Oh... Shine..." Celestia murmured. "I know it must have been hard for you to let him go."

"It was... but Shade made his choice." Shade gave a sad growl. "Now that everypony knows who he is, he'll probably just go back to a life of stealing with his little gang. If that is what he wants to do with his life, then screw him."

"Shine..." Mist frowned. "He's our family..."

"Only by blood. But as far as I'm concerned, he's just a dirty thief known as the Western Shade... and as long as he stays away from Canterlot, the better off I will be." Shine said bluntly.

"Oh, Shine..." Mist said sadly.

"Family should stay together, not break apart..." Dusty sighed.

"In an ideal world, yes." Elite nodded. "But this isn't an ideal world."

"A pity..." Luna noted.

"If that is your decision, I shall support it." Celestia nuzzled him. "As long as we can just move on from this."

"Thanks, cherryblossom." Shine smiled, as he nuzzled her back. "You know, it is nice to get this all out in the open. After tonight, I think we're gonna be just fine..."

Little did Shine know how wrong he was about Shade, and that they had not seen the last of the Fifty Thieves...

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	13. Just Before Lightning Strikes

**Shades Of The past**

 **Chapter Thirteen: Just Before Lightning Strikes**

 _Flashback..._

Shade had worked among the Fifty Thieves for some months now. The cart he gave up to the Thieves had gotten him quite a lot of Bits, even if they called it 'pocket change', allowing him to finally make enough to get the first of many treatments for his mother.

However, he didn't want anypony to know about what he was doing, so as soon as he went to Prairieville, he quit his job, returned home to his mother, told her that he had found two 'well-paying jobs', and that he might have to go out of town very often to do them. Fortunately, his mother seemed to have bought it.

Still, in case he ran into somepony that might recognize him, he decided to take up a hat and poncho, to serve as a disguise, and insist that the others call him the 'Western Shade'. Many of the thieves weren't amused by the name or his outfit, but Solomon himself was willing to oblige (assuming that he was just a scared kid).

And for the past few months, life was good. The pay from their jobs was lucrative, he got to see many new places and faces, and as Solomon promised, he himself was starting to become quite a stallion, with his strength and speed increasing drastically, and his repertoire of skills growing rapidly. The rate in which he was growing was surprising, even to thieves like Scirocco.

However, there was one problem. While Shade himself had taken to the life of a thief very well, he did not like the ruthlessness and cruelty that the other thieves displayed in their robberies. More often than he liked, he'd seen the thieves participate in vicious acts of violence, some of which Shade could barely stomach to witness. Worse yet, this was not only allowed, but greatly encouraged by Solomon.

Shade never had a taste for senseless violence. He only ever fought anypony that would try to get in his way while robbing places, and even then, he'd only go as far as incapacitating them. There was a part of him that wanted the Thieves to just stop it, but he was only the 'new guy', and even with the growing he had done in the past months, he had no doubt that the Thieves would make him suffer for voicing his thoughts.

Speaking of the Thieves, they had recruited more new members since then. But despite Shade no longer being the newest member, he was still thought of as a "rookie" by many, since the recruits after him had all had a measure of experience in larceny and theft before joining up. Some were incredulous at Shade's inclusion, but many were won over by his growing skills. In fact, several were becoming quite friendly with him, and Shade was starting to reciprocate, in spite of their brutal ways.

One evening, Shade was about to leave the hideout.

 _'Another day, another big fat pile of cash.'_ He mused, as he held up a bag with his take. _'And another step towards mom getting better...'_

Suddenly, Shade was pulled aside and brought into a dark cavern.

"What the...?" He frowned. "What kind of dirty trick..."

A nearby lantern was lit, revealing the pony who had pulled Shade in: Scirocco.

"Hello, Shade." Scirocco said curtly.

"Scirocco?" Shade grimaced. "What's the big idea?"

"I just wanted to talk you about a serious matter." Scirocco declared. "One that I think you might be interested in hearing."

"Is that so?" Shade frowned. Scirocco had never been very pleasant to him, even after all these months. "Okay, I'll bite. What exactly is it you want?"

"It's not what I want, but what we want." Scirocco declared.

"We?" Shade asked.

"He means us." Flying Daggers spoke up, as he held up his own torch, revealing him and all the other thieves, including Knots, Girth, the Chineighse stallion, and the triplets.

"Um, why is everypony here?" Shade blanched, "And where's Solomon? Shouldn't he be here as well?"

"Solomon is the serious matter I am referring to." Scirocco growled.

"Huh?" Shade raised a brow. "What do you mean?"

"Putting it bluntly, we want to get rid of Solomon." Flying Daggers deadpanned.

"What?" Shade gaped, "You want... I don't understand, isn't Solomon our leader?"

"That he is." The Chineighse stallion nodded. "But we fear that he is leading us in a rather precarious direction."

"Meaning what?" Shade frowned.

"He's going to get us all killed eventually." Knots scowled.

"You might not know, kid, since you're still new..." Flying Daggers sighed. "But when we first started, Solomon was good to us. He led us on heists and robberies that made us hundreds of thousands of Bits, and we wanted for nothing... however, over these past few years, the jobs he's been giving us have started to get... iffy."

"'Iffy' how?" Shade asked, not liking the sound of that.

"Well, Shade, in case you haven't noticed, we've been packing on a lot of weaponry and army stuff." Scirocco glared. "Solomon has been having us attack these compounds and warehouses, some of them guarded by military companies. The stuff they had wasn't worth as much gold, as it was crossbows, cannons, swords of many assortments... and at one point, a bomb."

"Solomon claims that we can make a killing on the black market with some of them, and that we can use some of them to pull tougher heists." The Chineighse stallion explained. "But somehow, I feel Solomon is trying to get us into terrorism."

"Terrorism?" Shade repeated. Robbing and hurting a few ponies was one thing... but terrorism? That was far worse.

"Yeah." Scirocco snarled. "And while we're okay with hurting ponies, we don't want to do it if there's no money to be gained from it. The thing is, in these past months, we've been making much less than we did before."

"Yeah, we ain't got the dough no more." Girth added.

"Well, I can't complain." Shade shrugged. "My take has been more than enough to take care of my... personal expenses."

"Lucky you." Knots snorted. "But the rest of us are used to getting a little more."

"Solomon was a great leader." Jump admitted.

"But that was then, and this is now." Leap added.

"He's starting to slip." Spin declared.

"If he continues to lead us down this path, we'll lose out on all our profits... and possibly, our lives." Scirocco finished.

"But what does all this have to do with me?" Shade asked. "It's not like I can do anything about it."

"Actually you can." Flying Daggers declared. "The only way Solomon will ever stop this is if somepony were to challenge him for leadership and beat him."

"And that somepony is you, Shade." Knots pointed to him.

"Me?!" Shade spluttered. "Seriously? You want me to go against the guy with lightning coming out of his horn?! Why not Scirocco?!"

"Loathe though I am to admit it, your already-impressive skills have grown to the point where they have eclipsed my own." Scirocco admitted grudgingly. "And Solomon isn't that much better than me. You can definitely take him."

"But... I'm no leader... I'm just a guy struggling to get by. I wouldn't know what to do." Shade frowned.

"You can't be any worse than Solomon." Knots said derisively.

"Ever since you joined us, you have shown both great strength, and great intelligence." The Chineighse pony declared.

"Yeah, remember that plan he had for robbing the bullion delivery?" Jump asked.

"Boy, do I?" Leap nodded.

"Inspired!" Spin agreed.

"This is quite an opportunity we're presenting you, Shade." Flying Daggers declared. "Can't you imagine yourself as our leader? You could change this gang for the better."

Shade took a second to think about it. While challenging Solomon and leading a pack of thieves was very daunting, he thought of all the needless violence and killing that they had been doing. If he were leader, he would be in a position to do something about it...

"...Okay, I'll do it." Shade nodded.

"Excellent." Scirocco smiled.

"Yeah!" Girth cheered.

" _Brava_!" The triplets cheered.

"Well, let's go give Solomon your formal challenge." Flying Daggers grinned.

"Wait, now?" Shade frowned. "I was just about to go home..."

"No time like the present." Knots shrugged.

"Or would you prefer we live another moment under Solomon's flawed leadership?" The Chineighse stallion asked.

"...Okay, let's do it." Shade nodded.

In his personal cavern, Solomon was busy sharpening his swords.

"Solomon, we need to talk."

Solomon turned to see Scirocco and the other seven Thieves standing before him.

"What is this?" Solomon glanced around. "Did Girth swallow some Bits again?"

"Oh no, 'boss'…" Scirocco declared. "Somepony has something he like to say to you."

The thieves immediately parted, revealing Shade, as he stepped forward with trepidation.

"Shade? What could you possibly want?" Solomon frowned.

Shade glanced warily at his fellow thieves, as they gave him a nod to go onwards. Shade let out a sigh as he adopted a firm gaze.

"Solomon Thunder, I hereby challenge you for leadership of the Fifty Thieves." Shade declared.

The room was silent for a moment... before Solomon laughed.

"Hehe... what?" Solomon gave a snide smirk. "You want to challenge me... You, Shade, the new kid, want to challenge _me_?" He let out another laugh. "Oh, that's a good one, Shade."

"I'm not joking." Shade said firmly, not appreciating the condescendence in his voice.

"Did Scirocco put you up to this?" Solomon glanced at Scirocco. "Only somepony as stupid as him would try something this crazy."

"I'm not stupid! And we are serious!" Scirocco snarled. "We are sick of you leading us to rob weapon depots and assault soldiers! Seriously, we are thieves, not terrorists!"

"You will be whatever I say you should be." Solomon glared. "I don't want to spend the rest of my life doing nothing but jumping random ponies and pilfering their meagre possessions. I want to make a statement. Prove to the world who is truly superior!"

"Faust, are you even listening to yourself?!" Scirocco spat. "You sound like one of those sand rats over in Saddle Arabia! Why not say 'Death To Equestria' while you're at it?"

"You small-minded dolt." Solomon sneered. "You've always lacked vision."

"The vision of a madstallion?" Scirocco spat.

"The vision of a genius!" Solomon retorted.

"Just stow it, Solomon!" Shade barked, having grown tired of the fighting. "They want me to overthrow you, and that is what I shall do. Nothing will change my mind."

Solomon glared at Shade... which soon faded as he sighed and give a snide smirk.

"Very well..." Solomon shrugged. "By all means, if you want my throne, you are welcome to try... Let's take this outside."

The rest of the Thieves were alerted to the challnge, and they all gathered on a alcove atop the caverns. It was starting to grow stormy, the wind blowing through the alcove as the assembled masses awaited the showdown.

"Ah, nice weather for a brawl, wouldn't you say, Shady?" Solomon sneered.

"The weather doesn't matter." Shade said curtly. "Let's just do this."

"Okay, guys, we all know the rules." Solomon announced. "Shade has challenged me for leadership. By our bylaws, he must face me in one-on-one combat. Winner take all... and it is to the death."

"Knock 'em dead, kid." Knots told Shade. "Seriously."

Shade blinked back some fear, and stood face to face with Solomon...

"You are in way over your head, kid." Solomon growled. "You should have kept your mouth shut."

"We'll see." Shade countered, trying his best to stand firm.

A thief then came up and handed them both swords.

"Try to keep it clean, you two." The thief murmured.

"No promises." Solomon scoffed.

"Why am I not surprised?" Shade sneered. "You just love using excessive force, and letting the others use it too."

"It gets the job done, doesn't it?" Solomon smirked.

One of the Thieves stood between them, raised his sword, then brought it down, signifying the start of combat.

Solomon lunged at Shade, swinging his sword. Shade blocked the blade with his own.

"So this is what it has come to." Solomon frowned. "After all that I have done for you. If it weren't for me, you would still be stuck in that dead-end job... or dead. Have I not been gracious enough for you?"

"Yes, you were..." Shade nodded. He pushed Solomon back, and the two circled each other. "But the others were concerned about the way you've been leading this operation. Some think you'll eventually get them killed."

"Oh, boo-hoo." Solomon scoffed, as he swung at Shade a couple of times, with Shade dodging. "What's a few ponies here and there? I'm not gonna waste my whole life doing nothing but pilfering. I have big plans for the world, and big plans calls for bigger arsenals."

"Well, you'll just have to try your plans without the Thieves." Shade grunted, as he parried one of Solomon's slashes. "They are counting on me, and I won't let them down!"

"Don't make promises you can't keep!" Solomon snarled, as he slammed his sword down.

Shade only just managed to dodge the swing, then retaliated with some of his own.

Solomon threw a punch at Shade, but Shade ducked the attack, and kicked him in the stomach.

"Oof!" Solomon groaned. "Rotten punk..."

Solomon swung his sword again, Shade caught it. They struggled for a moment, before Solomon pushed Shade back. Solomon slashed at Shade, but Shade batted his blade back with his own, and threw some swings of his own. Solomon's greater experience enabled him to dodge several of the attacks. However, one swing caught Solomon off-balance, almost knocking him to the ground.

"Looks like I've picked up more than you bargained for." Shade smirked. "Scirocco's right. I _can_ take you."

"Think again." Solomon sneered, his horn sparking.

With a few swift movements, electricity traveled from his horn to his hoof, and he then fired a bolt of lightning, knocking Shade's sword from his hoof.

"Yeow!" Shade yelped. "What the-?"

"Didn't see that coming, did you?" Solomon sneered, as he rose to his hooves. "You didn't think this was just a sword-duel, did you? No, this is a no-holds barred fight to the death!"

Solomon pressed his advantage, firing lightning from his hooves and horn, as well as slicing at Shade. Shade dodged a swing, only to gain a bolt of lightning to his side.

"Gah!" Shade yelped, feeling as if he had been jabbed with a dozen static shocks at once. As another bolt headed his way, he leapt to the side, then dodged another sword strike. _'I need some space here...'_

Shade backed away quickly, dodging more swings.

"Come on, you can't keep running forever!" Solomon taunted. "Or do you finally see that you can't win?"

Shade growled, knowing he was right about running. He had to act fast, or he would perish. He quickly glanced around, finding where his sword had landed. Shade quickly rushed over to the sword... however, as he did, Solomon blindsided him with a slash to the shoulder.

"Ahh!" Shade yelped, clutching his wound.

The other Thieves gaped in horror, as Solomon raised his blade to finish his opponent.

"Lights out, kid." Solomon brought his sword down...

However, Shade grabbed for his sword and blocked the downward swing, a flash of lightning shining upon the two.

"I'm... not... finished... yet." Shade growled.

Solomon, undaunted, gave a grunt as he pushed against him, the two moving towards the edge of the alcove.

Shade, in a burst of strength, was able to throw Solomon off balance, and slugged him in the face. Angered by Shade's move, Solomon retorted by firing another bolt of lightning, striking Shade dead center.

"Ahh!" Shade cringed.

The red Pegasus stagged back a few inches, panting heavily, his back hooves right at the edge.

"Enough of this crap!" Solomon snarled, as he then fired a particular strong bolt of lightning.

Shade instinctively blocked the oncoming attack with his sword... however, the blast proved too great, as Shade was pushed over the edge.

"Agh!" Shade screeched.

"No!" Girth gasped.

"Shade!" The triplets gasped.

"Poor kid..." Flying Daggers sighed.

"Perhaps this wasn't the best idea after all." Scirocco frowned.

As Shade fell from the alcove, he quickly spread his wings, slowing his descent as he was able to correct himself and hover onto a smaller ledge, not far from the alcove, his landing a little less graceful.

"Ho... ho..." Shade huffed, his hooves a little tingling from the lightning blast. While his shoulder was still bleeding and his whole body was frazzled, he was still alive and safe for the moment...

"You can't escape me that easily!"

Or so he thought.

Shade glanced up as Solomon slid down the ledge, using his sword to control his falling speed. As soon as he was down to Shade's level, he pulled it out and approached him menacingly.

"There's no getting out of this, Shade." Solomon sneered. "Either you die, or I die. Not really a tough choice, pal."

"There's always a choice." Shade declared.

"Not for you!" Solomon swung his blade.

They clashed once more. Solomon lashed out with savage fury, while Shade struggled just to hold his own.

"Hah... hah..." Shade panted, his body aching and shivering from the wet breezes that were blowing along the side of the cliff. As he glanced behind him, he realized that he was being pushed to the edge of the small ledge, and he had no more room to maneuver.

"This is the end of the line, kid." Solomon taunted, as with a swift shot of his lightning, Shade's sword was jolted from his hoof.

"No!" Shade yelled, as the sword fall into the water below, Solomon then held his sword to Shade's face.

"This is it, kid." Solomon admitted, as he then glanced at the weather. "And don't think of flying away, because I will fry your chicken wings."

"Solomon... come on, you won... just..." Shade felt his fears coming back. "It doesn't have to end like this..."

"Naive to the end, aren't you?" Solomon scoffed. "Did you not just hear me when I said that either you or I have to die? I wasn't kidding around."

"You'd really kill me?" Shade panted.

"You think you're the first guy who challenged me for leadership?" Solomon sneered. "As of now, you're the seventh guy who challenged me... and you can guess by me being here what happened to the six guys before you..."

 _'What have I gotten myself into?'_ Shade despaired. _'Sorry, mom. Guess I won't be coming home...'_

"I won't lie, you're the one with which I took the most displeasure in having to put down." Solomon sighed. "You were one hell of a bandit, and you put up a good fight... that is why your death will be quick and painless..."

"Solomon... Solomon, please..." Shade quivered.

"Good bye, SHADE!" Solomon roared as he charged right at him.

Quickly thinking on his hooves, Shade summoned the last of his strength and with a flap of his wings, broke Solomon's charge and staggered him.

"Ugh!" Solomon grunted, as he toppled backwards, as he then began tipping over the edge. "OH SHIIIIII-"

Solomon screamed as he finally fell. Shade gasped as he tried to grab Solomon's hoof, but he was too late. Solomon fell towards the shallow waters, vanishing completely from sight...

"No..." He sighed. Even though Solomon had tried to kill him, he had no wish to return the favor.

Shade slumped against the cliffside, lamenting what he had just done... when a rope dropped down. Without a second thought, he grabbed onto the rope, and was pulled up, where the other thieves all were waiting.

"You killed Solomon..." Scirocco declared... before giving a geniuine smirk. "That means you're in charge now. Way to go, boss."

"Yeah..." Shade frowned. "But I didn't mean to-"

"Don't mourn that fool." Flying Daggers snorted. "He had his chance. It's your time now, Shade."

"Shade! Shade! Shade!" Girth cheered.

The other Thieves joined in the cheering. Though Shade felt guilty in taking Solomon's life, he felt a bit of pride knowing that he had accomplished something that he sought out to do. Besides, with Solomon gone, and him in charge, he can actually make some changes that could help this band of Thieves for the better.

 _'And I know just where to start...'_ He thought.

"As your new leader, I'm giving you all the night off." Shade announced. "Tomorrow, we take on a new beginning! A whole new way of doing things!"

The Thieves cheered happily.

As Shade headed off for home, he put Solomon's fate out of his mind, focusing instead on what his new role as leader meant.

 _'From now on, it's a whole new Fifty Thieves...'_ He smiled.

In the shallow waters of the underground caverns, situated under a skylight that just happened to be before the ledge where Solomon had fallen, all was quiet and tranquil, not a hint of movement in the darkness. Until...

Bubbles began forming on the surface, soon followed by crackling of lightning dancing along the water.

It was not long before Solomon burst out of the water, his body badly bruised from the fall, but hnot is will and spirit... and he was very severely pissed off.

"RAAAAARRRRGGGGH!" Solomon roared, as against the pain and the broken bones in his body, he stood tall amongst the water. His body began crackling with electricity, caused by the lightning flowing from his hooves.

It hurt like hell, but Solomon barely felt anything... all of that was dulled by his all-consuming rage.

"YAAAARRRRGGGGHHHH!" He tried to storm his way out of the water, lightning sparking from his horn.

As he struggled, he slipped, and fell onto a sharp rock, resulting in him gaining the lightning-shaped scar he had in the present, his sparks cauterising the wound instantly. Undeterred by the injury, Solomon kept going, finally collapsing on the shore.

"I gotta... gotta keep going..." Solomon weakly snarled, his body still coursing with electricity. "I'm not done yet... So much still to do. So many to avenge myself upon..."

His eyes grew bleary, as the pain overrode his rage... he felt the whole world growing dark, as all Solomon could do in that moment was just fade into nothing...

That is until he saw something approaching him...

"'Tis a pity, isn't it? It's seems that your rage has led to your oblivion..." A deep and ominous voice echoed in his head.

"Wha... what?" Solomon murmured. He struggled to move his head upwards, his sight failing him.

All he could see was a blurry vision of a pale white cloaked figure, gazing down at him, like the ponification of Death himself. He couldn't tell what kind of pony he was, but judging by how he seemed to stand, he was tall... and had a sense of superiority upon him.

"I havw been watching you from afar, Solomon..." The voice continued. "Your power to bend the lightning is a skill that I have not seen in many years... such potential and power in one stallion... yet you squander it all, just to lead on a pack of wild mutts."

"...Say that... say that to my face..." Solomon growled, trying to gather all his strength.

"I can sense what it is your heart." The voice declared. "...Vengeance... one that is of a grand scale. Something that a gang of paltry thieves could never provide you. But... I believe I could grant you what you truly desire..."

"Oh, really?" Solomon's anger waned. He struggled not to pass out, as the stallion had piqued his interest.

"All I ask is your eternal loyalty and servitude to me. Stand by me and other like-minded ponies as we shape the world into one in which everypony will be happy and content. Do this and I promise you... eternal vengeance will be yours." The voice offered.

"I... I'm in..." Solomon said weakly, as his vision started to fade completely. "But... who are you?"

"My name is one that has been forgotten by time, my son..." The voice explained. "But you may call me..."

The world went black.

"...Father..."

 _The Present..._

"Oh... my head..." Shade moaned, as he was beginning to regain consciousness. He was about to bring a hoof to his head... only to realize that he couldn't move his hooves...or his body.

"What the..." Shade glanced down, seeing that his entire body was tied with lots of rope, obviously Knots' work. He could barely move. "What is this?!"

"Oh, look who's up..." A voice sneered.

Shade glanced around, finding himself being carried by Girth, while the other Thieves were walking aside him.

"Guys!" Shade struggled in his bonds. "Let me out of this! Please!"

"Never!" The triplets chorused.

"Not after what you did to us." Knots snarled.

"What are you talking about?!" Shade growled. "I didn't do anything!"

"Oh, really?" Flying Daggers glared. "Then why are forty one of our number rotting in jail cells over in Canterlot?"

"...Wait, what?" Shade gaped. "What do you mean?! I was over there, and I didn't see any of them!"'

"Probably because you were living it up with your rich cousin and his rich friends." Scirocco sneered. "What happen? Did you decide that you were too good for us?"

"Are you bucking kidding me, Scirocco?!" Shade snarled. "You're the one who came up with the idea!"

"Maybe, but my idea didn't entail ratting out our hideout to the Guards." Scirocco smirked. "How else could they have gotten the magic words? I heard that you were getting pretty cozy with them."

"No, it isn't like that!" Shade insisted, "I didn't tell anypony anything! This is some crazy misunderstanding!"

"Well, it seems perfectly understandable to us." Scirocco declared. "You sold us out to your new Canterlot friends, so you could live the life of luxury and not have to consort with us 'ne'er do wells'."

"I would never do that!" Shade yelled. "Whatever Solomon told you is a lie!"

"But it all adds up." Knots declared. "He must be right."

"And you believe him?" Shade frowned. "You and the others were the ones who wanted me to challenge him in the first place, because you didn't want him to lead anymore!"

"That's because we thought you could do better than him." Flying Daggers admitted. "But it looks like we were wrong."

"After being forced to endure your weak leadership, I think we've all realized how much we really needed Solomon." Scirocco sneered. "For all his flaws, he didn't waste our time with nonsense like 'mercy' and 'restraint'."

"So you're just going to let him take control again?" Shade asked.

"Things are going to be different this time." The Chineighse stallion declared. "Solomon has teamed up with some very powerful ponies since we last saw him. In fact, that's where we're headed right now: to meet them."

Shade had no idea who Solomon's new associates were, but he was certain they weren't going to be a pleasant bunch.

'What are you dragging us into, Solomon?' He thought.

Soon, they came upon a cave in the cliffside gazing upon Canterlot. Waiting just outside it was none other than Loveless and Sterling.

"There you are, Solomon." Loveless declared, "I was wondering what was keeping you."

"Sorry to keep you waiting." Solomon apologized, as he gestured to the Thieves. "I had earlier obligations to attend to before we got started."

"Earlier obligations, huh?" Sterling glared, as he glanced at the group. "And who is this motely crew? I wasn't aware that we would be having desert rats on this trip."

"Hey!" Scirocco snarled, as he held up his bladed hoof. "Who ya callin' desert rats?"

"Easy, Scirocco." Solomon soothed, as he glared back at Sterling. "These desert rats happen to be my old friends from before I joined the Forefathers. I used to head their team back in the day, and now, I wish to bring them along to assist us with our... 'project'."

"Really?" Sterling grunted. "As if this plan of yours wasn't already dangerous enough, you're now adding guys we never met into the mix?" He then noticed Shade, who was still struggling. "And who is this? A hostage?"

"Just a loose end I need to tie up." Solomon explained, as he then walked over and pushed Shade onto the ground, elliciting a groan from him. "This here is Shade Paladin."

"Paladin?" Loveless gasped. "As in Prince Shine Paladin?"

"Yes, but it goes much deeper." Solomon smirked darkly. "This here is Black Knight's son."

"Black Knight?" Sterling raised a brow. "I wasn't aware he had a son."

"Well, apparently, neither did a whole lot of ponies." Solomon shrugged, "I figure he would make for some interesting conversations when we take Canterlot by storm."

"Canterlot? What are you up to, Solomon?" Shade growled. "More importantly, what does my father-"

"Hey, is that Lightnin' I hear?!"

Coming from the cave was Ricochet.

"Yo, it is!" Ricochet smiled. "Whaddup, boss?" He then noticed the Thieves and Shade. "And who are these guys? Some homies of yours, Thunder?"

"You can say that." Solomon nodded. "But onto important matters... is it ready?"

"Well, we're glad you asked, Solomon." Loveless smiled, as he gestured into the cave. "Come this way."

"Hey, you haven't answered me!" Shade snarled, "What are you planning-"

Scirocco sucker-punched him in the guts.

"Shut it, punk." Scirocco sneered.

As everypony made their way into the cave, a recovering Shade being dragged by Girth, they came upon a frightening sight: a monstrosity of metal, resembling a giant spider. It was well over a hundred feet tall, with framework comprised of solid steel, cannons and other weapons built into its body. Dozens of workers clung to its body, making final adjustments.

As Shade brought his head up to gaze at the machine, he was stupefied.

"Holy buck..." He gaped.

"Is that... a giant spider?" Flying Daggers asked.

"Big bug..." Girth said, slack-jawed.

"Spiders are arachnids, not bugs..." Knots growled.

"A tad excessive, don't you think?" The Chineighse stallion asked.

"You know what they say." Jump declared.

"Go big... Leap stated.

"...Or go home." Spin finished.

"What is that monstrosity?" Scirocco asked, gazing at the metal spider.

"The key to the kingdom..." Solomon smirked. "This here, boys, will be our ride to Canterlot. Loveless, if you will..."

"Gladly." Loveless wheeled over to the front. "Gentlecolts, I present to you, the Iron Arachnid Mark Two. A fully loaded war machine, capable of operating in all terrain, climbing up and down walls, heavily armored, comfortably carries one hundred ponies... and gets sixty miles to the gallon."

"Don'tcha forget the best part, Wheels!" Ricochet joined him. "This baby comes loaded to a T with the best weapons on the black market. High-powered artillery cannons, spear-flinging turrets, flamethrowers, missile launchers, and capture nets, to fit the spider motif. Also comes loaded with AC, stereo systems, and air bags as standard. And my favorite part..."

He walked over to a leg and elbowed it, a hatch opening to reveal... a fridge filled with an assortment of alcohol. "Nine coolers stocked with beverages: one on each leg, and one in the cockpit." He took out a can, open it, and began chugging.

"...And why did you add that to a war machine?" Solomon glared. "This is meant for battle, not a night out on the town."

"Be a great way to pick up some tail, though." Ricochet smirked.

"Personally, I could have done without all those things cluttering up my invention." Loveless frowned, before turning to Solomon. "But aside that... what do you think?"

"Gotta say, Loveless, you've outdone yourself." Solomon smirked, before tilting his head. "But... I'm not that crazy about the name. I mean, Iron Arachnid? That sounds so boring. Might as well call it the 'Metal Spider'."

"To be honest, I wanted to call it the 'X-ATM092'." Loveless shook his head. "Unfortunately, some fools over at some country called 'Galbadia' already owned the name."

"Galbadia?" Ricochet grimaced. "That's a stupid name for a country. What's next? Balamb? Trabia?"

"Well, I for one think 'Iron Arachnid' suits it just well." Sterling smiled. "...But Mark Two? What happened to Mark One?"

"...I'd rather not say." Loveless murmured. "It's something I'd rather not go into."

"Good, because we have a busy day ahead of us." Solomon clapped his hooves, as he turned to the Thieves. "Bring our little prisoner to the cockpit."

"At once." Scirocco nodded. "Come along, boys."

Shade was pulled out of the cage by Flying Daggers.

"Come on, traitor." Daggers spat.

"For the last time, I'm not-" Shade started.

"We don't care!" Knots shoved some rope in his mouth.

As the Thieves departed, Silas and Lunard emerged.

"Ah, there you are, Solomon." Silas scowled. "I have a bone to pick with you."

"What is it, Silas?" Solomon growned.

"Oh, I don't know." Silas snorted. "Maybe it's the fact that I'm being forced to bunk it down in the belly of the machine with this featherbrain!" He pointed to Lunard.

"It ain't exactly a picnic for me, either." Lunard snarled. "I thought I was gonna see some action, not the insides of a metal spider with this whiner for company!"

"Dudes, chill." Ricochet frowned. "You're totally harshing our moment of triumph."

"Yeah, right..." Sterling snorted.

"You should be glad you're playing a part in the operation of my greatest creation." Loveless scowled.

"I didn't join this outfit to be a grease monkey." Silas spat.

"And I didn't join to stand around doing mpthomh while others are having all the fun!" Lunard added.

"Just stow it, alright?" Solomon snarled, as he turned to Loveless. "So, is this thing ready to get going?"

"Fully operational." Loveless nodded. "We mobilize at your order."

"Good." Solomon smirked, his anger abated, "Let's get this party started..."

The group entered the machine. The workers all climbed inside. Moments passed. Then slowly, ominously, gears began to grind, as the mechanical spider rose up, and began to crawl its way out of the cave...

Meanwhile, back in Canterlot...

Shade awoke in bed, Celestia nuzzled up against him.

"Good morning, cherryblossom." He smiled.

"Good morning, darling." Celestia sighed.

The two of them got out of bed, cleansed themselves, and shared breakfast.

"I think I'll go check on the Guards." Shine declared, as tehy left the dining room.

"As you wish." Celestia kissed him. "I'll be in the garden when you're done."

"I'll be there." Shine grinned.

As Shine walked down the hallway, he took the time to take in how things were returning back to normal. After that one talk, it seemed like all the anger and animosity that had been lingering over both their heads had faded away. All morning, there had been no arguments, no yelling, and no cold shoulders.

It was as if the few days had never happened. Everything was as it should be... or so Shine had thought. As he went about his walk, his mind would keep lingering back to Shade. Despite everything, it hurt Shine to let him go like that. He felt as if he had failed, and that Shade could go down the same path his father had.

Shine shook his head.

"What's done is done, Shine." Shine sighed. "You did all you could, but if Shade wants to live his life a thief, then you just have to let him go..."

Suddenly, a guard approached him.

"Your highness, there is a mare at the front gates who wishes to see you." The Guard. announced. "She says it is 'urgent family business'."

"Are you referring to Mist?" Shine frowned.

"No, sir." The Guard shook his head. "This mare is an Earth Pony, possibly from out of town. She claims that you know her son..."

"Son?" Shine gaped. "No... it can't be... why would she be here?"

"Sir, are you alright?" The guard asked.

"...I'm fine." Shine nodded. "Bring her to the throne room, and I will speak with her."

Shine quickly found Celestia in the gardens.

"Shine, is there something wrong?" Celestia noted his tiredness.

"Not exactly." Shine shrugged. "I just need you to come with me to meet somepony who wants to see me. It's... urgent."

"...Very well." Celestia nodded, seeing the panicked look in Shine's eyes. "Let's go."

The two made their into the throne room. Just as Shine suspected, it was School Belle. She seemed very tired, and her eyes made it look like she had been crying recently.

"Your majesties..." Belle bowed. "I thank you both for wanting to see me."

"The pleasure is ours." Celestia nodded, noting her condition. "But forgive me for asking... why brings you here? My husband told me that you wanted to see him."

"Right..." Belle raised to her hooves. "I am here, because I am looking for my son... Shade Paladin."

"Shade?" Celestia gasped, "You mean... you're Shade's mother? As in the mare that... Black... slept with?"

"That I am." Belle nodded. "I know what you must think of him, but to me, he was a charming, caring stallion."

"I see..." Celestia said flatly.

"Miss Belle, I'm glad to see you up and about... and a little surprised." Shine mused. "I was under the impression that you were still stricken with illness."

"My doctor tells me I've been responding better to the treatments than he expected." Belle revealed. "In fact, I'm almost back to full health. I certainly had enough strength for this little trip."

"Well, I'm sorry to inform you that Shade..." Shine let out a sigh. "...Went home."

"I know that!" Belle frowned. "That's why I'm here! When Shade came back home a few nights ago, we got into this argument. and he just left..." She sniffed. "And I haven't seen him since. It wasn't likely, but I thought maybe he came back here."

"Well, he didn't." Shine shrugged. "Perhaps he's just spending time with some... friends."

"He'd choose to be with 'friends' rather than family?" Belle asked.

Shine glanced at Belle in shock.

"I... I don't know what you mean." Shine said awkwardly.

"Please don't insult my intelligence, your highness." Belle declared. "I knew from the moment I saw you that you and my Shade were related."

"How so?" Celestia frowned. "I mean, your son and Shine don't look that much alike."

"I knew because I saw Shine's necklace." Belle pointed to Shine's necklace. "...A long time ago, Shade's father, Black Knight, made one exactly like that for me. He told me that it was unique, a piece of him for me to hold onto. When he left, I gave it to Shade. It was a long shot, but I knew it was more than a concidence... you must be White Knight's son."

"Wait, you know about White?" Shine gaped. "I didn't think Black would have told you, given..."

"He didn't." Belle shook her head. "When Black was with me, he often had these nightmares, and he kept constantly murmuring White's name in his sleep. When I learned who Black was, I looked into his family, and I found White Knight..."

"Then you are aware of what had befallen Black?" Celestia frowned.

"Yes..." Belle sighed. "I know how you both must feel about him, and wondering why I would even consort myself with him. But I will have you know that the pony that died on the day of the Crystal Sun incident was not the Black I knew..."

"Well, if it's any consolation, I like to think he wasn't at his best, either." Shine sighed. "I wanted to make sure Shade didn't go down that dark path... but things didn't work out like I hoped..."

"Judging by the bag of gold he was carrying, I think I can guess what happened." Belle frowned.

"Yes, he did try to steal from us." Shine admitted. "And he was arrested for it. But I broke him out."

"You did?" Belle mused.

"Yeah." Shine nodded, "He might have been a thief, but he was still family... or at least... was..."

"Oh... I see." Belle murmured. "That explains why he was in such a bad mood."

"Things didn't exactly end well between your son and Shine." Celestia put a comforting hoof on Shine's shoulder. "We thought that we would never hear from him again... but yet you are here... which begs the question... why are you looking for your son?"

"Well... I believe he might be in trouble..." Belle frowned. "Like those Fifty Thieves may have done something to him."

"So you know about them too?" Shine murmured.

"So do you, apparently." Belle noted. "I wasn't sure if you did or not, but I had to risk it. I wasn't exactly sure myself until that night he came home with that bag of loot. That's what led to the argument... I didn't want him to steal for me anymore..."

"I assume Shade didn't take that very well?" Celestia frowned knowingly.

"Absolutely." Belle nodded. "That's why I'm here. I haven't heard from him in days, and I think he might have gotten into trouble with those thieves."

"Well, Belle, you might be interested to know that most of the Fifty Thieves were captured by the Guards." Celestia revealed.

"...Wait, they were?" Shine turned to Celestia.

"Call Duty brought in many of their number just before the celebration." Celestia recalled. "I didn't think it was particulary important at the time."

"Well, I guess that eliminates them as suspects." Shine shrugged. "Shade's not with them, at least."

"Then what happened to him?" Belle frowned. "You must do something!"

"...Look, Belle, I wish I could help you... but I can't." Shine frowned. "I already stuck my neck out for Shade once, and look where that got us. I do not wish to make the same mistake twice."

"Please, Shine, I know he has wronged you..." Belle pleaded. "But he is my son. He's all I have left in this world. He is a good boy, who got led astray...

"Who betrayed my trust." Shine retorted. "Our being family didn't mean anything to him, so why should it mean anything to me?"

"Shine..." Celestia frowned.

"Look, Shade might have made some mistakes." Belle declared. "But that doesn't mean you have to. I can tell at a glance what kind of stallion you are, Shine... and you would never forgive yourself if you let something bad happen to him..."

Shine's determination started to falter.

"Shine, you know how I feel about Shade." Celestia declared. "But for all he has done, his mother is innocent. She doesn't deserve the pain of losing her son, no matter what kind of criminal he is. And, as much as I hate to admit it, it is our duty to help all in need, even the likes of Shade."

"Please?" Belle pleaded.

Shine sighed deeply.

"You're right." Shine shook his head. "Shade isn't my favorite pony in the world right now, but he's still family. I have to least make sure he's okay. I'll put the Guards on it immediately."

"Thank you, Shine." Belle beamed, as she let out a few coughs. "You have no idea how much this means to me."

"I think I do." Shine nodded. "I assure you, Shade will be found."

"In the meantime, we'll have one of the servants escort you to the one of the guest rooms." Celestia smiled.

"As you wish, your highness." Belle beamed.

After Belle was shown to her room, Shine and Celestia stood in the throne room.

"Are you sure about this, cherryblossom?" Shine asked. "I know Shade is kind of a sore spot..."

"I meant what I said, Shine." Celestia smiled. "Shade, for all his failings, is in need of help. Regardless of my personal feelings, I would never allow one one of my subjects to suffer needlessly."

"You're the best, cherryblossom." Shine nuzzled her.

"So are you." Celestia beamed.

Outside, Elite was about to depart. The time had come for him to return to the RDL Headquarters, located in Quadticolt, not far from Canterlot. There, he would be announcing the new RDL General. Fletcher and Call had been called to join Elite in his carriage, which was being prepped. Caboose and Dull passed them by.

Fletcher gave Caboose the cold shoulder.

"Heh, there go two wastes of perfectly good armor." Call said snidely.

"So, this is it." Elite nodded. "Once we arrive at HQ, there will be a few further evaluations, and by the end of the day, I shall pick the new successor. Any questions?"

"Only one." Call held up a hoof. "Why is the Captain here? My understanding is that there was only one position available."

"There is." Elite nooded.

"Then why is he here? I assumed that both he and the Lieutenant were out of the running." Call glared at Fletcher.

"As wrong as I want to say you are, I too am curious." Fletcher frowned. "I feared that recent events had altered your opinion of me..."

"Well, at first, I was not sure to even consider you anymore... but then I realize that it was unfair to just write a pony off for one mistake." Elite smiled, "That is why, as of now, the two of you are both in the running."

"Really, sir?" Fletcher lit up.

"Just mind your behaviors from here on out and you might have a chance yet." Elite assured.

"Seriously?" Call scoffed. "I'm sorry, but I had, in a short amount of time, brought in forty-some bandits and caught the Western Shade, on top of all my other accomplishments as a Royal Guard. I don't get why I am not a shoe-in at this point!"

"You forgot to mention that while you caught the Western Shade, you also lost him in the same night." Elite frowned.

"...Minor details." Call pouted.

"In spite of everything, it's still anypony's game." Elite declared. "It won't be till tonight that I finally make my decision."

"Thank you so much, sir, I promise you, I won't let you down." Fletcher smiled.

"Good to hear." Elite smiled.

"Well, I for one, am sure that the best stallion will be chosen." Call smirked.

"So am I." Fletcher nodded.

"So... Fletcher, I couldn't help but notice the stink eye you were giving the Lieutenant when we got into the carriage." Elite remarked. "...Is everything alright between you two?"

"Honestly?" Fletcher felt a cold scowl on his face. "No. I only made the mistake I made because I listened to him. But don't worry. I swear, it will not happen again."

"But you two seem to get along so well." Elite frowned.

"Yeah, we did..." Fletcher sighed, before scowling again. "But it's all his fault. He brought this upon us. Upon me..." He fumed.

"...Caboose actually came by my quarters later that night." Elite revealed.

"...What?" Fletcher gaped.

"Oh, yes. He told me everything." Elite explained. "He told me about how much this position meant to you and how he made a promise to you. In fact, he even asked that full responsibility over that 'Western Shade' debacle should be leveled on him, so it wouldn't effect your standing..."

"So he's the reason the Captain's here?" Call glared.

"Caboose... actually did all that?" Fletcher murmured, his face fraught with guilt.

"Indeed. He was even willing to let me have my way with him if it meant giving you a second chance." Elite smirked. "...That Lieutenant of yours gave up his own shot at the job so you could have another chance."

"Oh, Caboose..." Fletcher sighed.

"He also mentioned how he was trying to hold back so that you would have a better chance." Elite continued. "Something I don't really care for, you know... but that's something I will overlook... only if you answer me this one question."

"What?" Fletcher frowned.

"Why is it that you are so intent on gaining this position?" Elite asked. "So much so that you would cast aside a friend like Caboose for supposedly ruining your chances?"

"Well... because I seek to protect and uphold the laws of Equestria." Fletcher replied. "It's been my dream..."

"As good a dream as it is, I sense that's not the whole reason." Elite said sagely. "Please, Captain. The whole truth."

"...Okay..." Fletcher sighed, shaking his head. "The truth is... my wife and I... we're going to have a foal. We really aren't poor by any means. The job I have and Dove's career suports us both nicely, but when the foal come, it would soon just be me supporting this family, and I... I..."

"Let me guess. You are uncertain that your current job will be enough to support your family, so you want the General position and the hefty paycheck that comes with it." Elite said knowingly.

"I know... it is completely selfish of me." Fletcher sighed, "Wanting such a prestigious job for something as pitiful as money..."

"Of course not." Elite assured him. "You just want to take care of your growing family. Something as noble as that can never truly be selfish."

Call scoffed quietly.

"Thank you, sir." Fletcher smiled.

"...However, that doesn't mean you should throw away your friendships." Elite remarked.

"...I know." Fletcher sighed. "I guess I just got so caught up with this whole mess with Shade and trying to please you that I..."

"We all make mistakes, Fletcher." Elite nodded. "But just a word of advice... friends like Caboose don't come often. When you find one, you hang onto them."

"That's what you should do, yes..." Fletcher sighed. "Caboose was a good friend. He did so much for me. But I threw it all back in his face... said such awful things..."

"I'm sure it was nothing that dolt didn't deserve." Call said snidely. "Whatever you said, it was far too soft-"

"Shut up!" Fletcher rounded on Call. "Do not talk about Caboose like that!"

"And why not?" Call asked. "He's a joke of a Guard! Always has been!"

"No, he's not." Fletcher retorted. "He is the most loyal, dependable, and capable Guard it has ever been my pleasure to work with. A pity I can't say the same for you!"

"Well at least I don't consort myself with criminals!" Call sneered. "Don't forget, it was because of your soft spot for that scum that the son of Black Paladin almost robbed us blind."

"Which kinda begs another question." Elite frowned. "How exactly did you figure out that Shade was the Western Shade and that both Fletcher and Caboose knew about him? Only Shine confirmed that he knew about Shade in the first place."

"I have my resources." Call said gruffly.

"Ones that you won't share." Fletcher noted. "Sounds suspicious..."

"We all have our special secrets that help us get ahead." Call grinned.

"Perhaps, but we musn't forget that we are part of a team." Elite declared. "A part of something bigger than ourselves. Which just where we're going..."

"Exactly, sir." Fletcher nodded, as Call glared.

"And now, my fine fellows, destiny awaits..." Elite smiled.

On the front of the carriage, a sullen Caboose and Dull sat, holding the reins of the pulling ponies.

"What do you think they're talking about in there?" Caboose frowned.

"I don't know..." Dull sighed.

"At least Fletcher still has a chance." Caboose tried to keep a happy face, but his voice was tinged with sadness. "Even if it cost us our friendship."

"I still can't believe Shade was a crook..." Dull frowned. "I thought he was a friend. How could things have turned out so badly..."

"Could be worse." Caboose shrugged. "We could be getting attacked by a giant mecha spider."

Meanwhile, the towering mechanical 'Iron Arachnid' made its way toward Canterlot.

In the cockpit, Solomon, Loveless (who, as the machine's creator, was behind the wheel), Ricochet, Sterling, the Thieves, and the still rope-tied and captive Shade were on the control platform (situated on the behemoth's head).

"Steady as she goes, Loveless." Solomon grinned. "Soon, Canterlot will know our wrath."

"Don't you worry, Solomon. This machine was built to be unstoppable." Loveless assured. "It took me years, but now the Iron Arachnid is truly a force to be reckoned with!"

"...Eh, still not crazy about the name." Solomon frowned.

"Yeah, you're the only part of this whole plan that's not crazy." Sterling snorted.

"Is there something you want to say, Sterling?" Solomon glared at him.

"Yes. I don't mean to doubt Loveless's hoofiwork, but this seems to be a bit of overkill, if we are just going after Celestia and Luna. I mean, three dozen cannons? Is there anything else you want to kill while we're out?" Sterling growled.

"You think those Princesses are going to let us waltz up to their front door?" Solomon sneered. "No, they're probably gonna call in all the reinforcements they can get. With this baby, we can just plow right in."

"Boy, won't that be a sight?" Ricochet smirked.

"Seems like an overblown show of force to me." Sterling snorted. "This whole thing is nuts, if you ask me."

"Then why are you here, Sterling?" Solomon growled.

"Maybe I want a front row seat when it all goes to pot." Sterling sneered. "And then I get to say 'I told you so'."

He gave a sideways glance at Loveless, who was too focused on piloting the machine. What he said wasn't entirely true... but he wasn't about to say what it meant to him.

"Or, on the other hoof, the plan will go off without a hitch, and I will lord my victory over you." Solomon smirked.

"Jeez, guys, can't you turn it off for like, five seconds?" Ricochet groaned. "You're really killin' my buzz. Can't we just enjoy the fact that we're about to rain down hell?"

"Oh, I certainly will." Solomon smirked.

"You would..." Sterling muttered.

"This calls for a couple of beers!" Ricochet smirked, as he elbowed yet another panel, which turned out to be another cooler. He pulled out a couple of beer bottles. "Herdekins all around!"

"Oh, this is gonna be good." Knots smirked.

"Yeah, the score to end all scores." Flying Daggers added.

"Good thing we've got room to carry all the gold and jewels." Girth grinned.

"We will go down in history for this." The Chineighse stallion smirked.

"As the greatest thieves ever!" The triplets chorused.

Suddenly, Ricochet turned to a speaker fixed to the panel.

"Yo, Darkpony! Crackerbeak! Want some?!" Ricochet called.

In the lower levels, Lunard and Silas were lurking around, having been ordered to do so.

"No thanks." Silas said sullenly to the return speaker. "Don't really see anything to celebrate down here. It figures that I get stuck behind the scenes."

"What about me?" Lunard pouted. "I was looking forward to seeing the show. And yeah, I will have some beer. Anything to kill the boredom."

"How about you three?" Ricochet pointed to Solomon, Sterling, and Loveless.

"Can't. Driving." Loveless refused promptly.

"No thanks." Sterling shook his head.

"The only buzz I'll need is when Titanfall reaches completion." Solomon gave a dark smirk.

"He sure is obsessed with that Titanfall thing." Girth mused.

"With the amount of riches it'll net us, I don't blame him." Jump declared.

"Come on, guys." Shade tried to reason with his old friends. "This isn't right. You have to let me go!"

"We don't 'have' to do anything you say anymore." Flying Daggers scowled.

"Because you are no longer our leader." Knots added.

"Betrayal tends to have that effect." The Chineighse stallion spat.

"I didn't betray you." Shade insisted. "I never would. You guys are like family to me."

The Thieves' faces fell, touched by Shade's admission. They, too, had felt the same way.

"Don't listen to his lies." Solomon approached them. "He'd say anything to try and curry sympathy..."

"You lying, doubledealing..." Shade growled.

"That's right, shoot off your mouth." Solomon sneered. "That's all you can do right now... and just for the record, nopony's listening."

"Um, excuse me!"

Solomon and everypony looked to see Scirocco coming in.

"What is it, Scirocco?" Solomon asked.

"Well, since we are doing this thing and all, I decided to look this baby over and... I found something quite disconcerting." Scirocco announced.

"Oh, really? What is that?" Solomon said nonchalantly.

"Where are we supposed to put the gold?" Scirocco inquired.

"Gold?" Sterling and Loveless frowned, the latter turning away from his machine.

"Hey, what's Baldie talkin' about?" Ricochet asked.

"What do you mean what am I talking about? Solomon told me that we were pillaging Canterlot. You know, taking their riches and murdering their loved ones? Yet this baby looks like she carries less then a small bank full." Scirocco pointed out.

"Taking riches?" Sterling snorted. "Look, pal, I don't know what you think it is we're doing... in fact, _I_ don't even know what exactly we're doing, but there was no 'robbing' in the detail."

"Say what?! Solomon!" Scirocco glared at him. "What's going on here?! You said you would be bringing us to our former glory!"

"Surely, you must be mistaken." Loveless frowned, as he then honked a horn, which set the spider on autopilot. "This is Project: Titanfall. An operation in which we usurp the Princesses from their throne, take over Canterlot, and further the power of the Forefathers. Nothing about this plan entails that we would be making off with anything of monetary value."

"But we were told-" Scirocco started.

Solomon chuckled darkly.

"Solomon?" Scirocco frowned.

"Solomon, what's with the laughing?" Loveless asked.

"Yeah. You only do that when somepony is about to get dunked on." Ricochet admitted.

"He never did that before..." Flying Daggers frowned, as the other Thieves looked on awkwardly.

"What are you going to do, Solomon?" Sterling muttered.

"Here it comes..." Shade frowned.

"Oh, Scirocco... it seems you misunderstood my intentions." Solomon smirked. "I said I have no need for money. That means this mission is solely for the sake of bringing down the monarchy that is the Princesses of Equestria. No bits involved."

The Thieves were aghast. While they had no problem with killing, overthrowing the rulers of Equestria was never even considered (they didn't really understand what Loveless meant by "usurp"). But none were more outraged than Scirocco.

"You bucker! You said we would be making a killing!" Scirocco roared. "How can we make a killing, if all we're doing _is_ killing? That makes no sense!"

"And who said you would be taking part in this killing?" Solomon grinned.

Scirocco stepped back, noting the gleam in Solomon's eyes.

"What are you talking about?" He asked, a tad afraid.

"What are you doing, Solomon?" Shade spoke up.

"Taking care of business." Solomon declared.

"Why, you-" Scirocco raised his hoof.

Suddenly, Scirocco was hit with a lightning bolt, one far more powerful than those Shade had experienced.

"Scirocco!" Shade yelped.

The other Thieves froze in shock.

Scirocco stumbled back, his body twitching with electricity, catching himself on the railing. Solomon held up a hoof, crackling with said electricity.

"You idiot... you were so blinded by your bloodlust, that you couldn't see that you were being played." Solomon taunted him.

"Solomon..." Scirocco panted. "I... I don't understand."

"Hmph, you are a fool, Scirocco. Thinking that you could go all these years having done what you did, and not fear retribution?" Solomon sneered.

"Retribution?" Scirocco was struck by realisation. "You mean, back then?! You said you were over that! That you had more important things to consider than some petty grudge!"

Yes... that important thing in question was planning yours and the Fifty Thieves' demise!" Solomon roared.

"What?!" Shade gasped.

"Demise?!" Scirocco croaked.

"DEMISE?!" The thieves screamed in unison.

"Fifteen years ago, after everything I had done for you, you guys decided to overthrow me... kill me... and replace me with this kid!" Solomon pointed to Shade. "You really think I would just forget that?! Have you no idea the crap I had to deal with before I met you buckers?!"

"Um... no..." Scirocco murmured. "You never once said a thing about your past. In fact, we never knew what went on in your head. That's a part of why we wanted you out!"

"Oh, because you were afraid of what I was capable of?" Solomon glared.

"...Yeah, that's about it." Scirocco confessed. "But why are you doing this now?"

"Unfinished business." Solomon declared. "You see, when I barely survived that fall from my fight with Shade, I was approached by none other than Father himself. He came to me, promising me that eternal vengeance would be mine. Over a decade passed, and in that time, I had let you, Shade, and the rest of the Fifty Thieves go unpunished. So I devised a plan that I would enact before carrying out Titanfall. A plan that would allow me to do away with the group that betrayed me."

"So... you ratting us out to the Guards..." Solomon frowned.

"Just killing forty-some birds with one stone." Solomon shrugged. "Fortunately for me, there was this Guard so full of himself, that it was easy to get him to do my bidding... and bring Shade to me."

"So you were the one that told Call..." Shade deduced.

"Of course." Solomon nodded. "But I knew that Shine, being the noble bleeding-heart stallion he was, would break out his 'no-good cousin' and you would scurry back to your home..." He looked upon the seven thieves. "And you seven buffoons did well in securing him."

"So... Shade... didn't betray us?" Girth gaped.

"No, you dumb fat-ass." Solomon sneered. "It was all me. But you seven were so stupid as to believe anything somepony told you. Especially me, the one you all betrayed."

"What have we done?" Knots frowned.

"How could we have believed that monster?" Flying Daggers asked.

"We are all idiots!" The triplets chorused.

"Shade... you did not deserve this..." The Chineighse stallion sighed.

"...It's alright, guys..." Shade murmured.

"So, with most of the team behind bars, jailed for life... I would personally take care of those who remained..." He turned to Scirocco. "Especially you and Shade."

"Me?" Scirocco yelped. "Hold on. Shade was the one who took your spot as leader! Not me!"

"HA!" Solomon chuckled derisively. "You fool, you think I don't remember how it was you who put Shade up to challenging me? Well, here we are now, with you teaming up with me in taking down Shade."

"Scirocco?!" Flying Daggers roared. "You were in on this?"

"You went behind our backs?" Knots growled.

"Despicible!" The triplets yelled.

"Guys, guys, it's not what it seems!" Scirocco stammered. "I only wanted things back to the way they were!"

"Yet the only reason it stopped being like that was because you were unhappy with the way 'things were'." Solomon sneered. "Why was that, Scirocco? Why were you unhappy with how I run things?"

"It.. it was like I said before." Scirocco stammered. "Your way of doing things... just wasn't working any more! W-we needed a new brand of leadership!"

"Then why did you want Shade gone?" Flying Daggers snarled. "You were always complaining about how Shade was too soft!"

"He was soft, but he didn't waste our time taking weapons!" Scirocco retorted. "Solomon may have had us taking on more than we could chew, but we were free to be as brutal as we liked! But there was so little profit, unlike with Shade..."

"You don't think I see what it is you truly wanted?" Solomon glared. "It was never about who you wanted in charge... it was a matter of what stood in your way of leading the Thieves yourself."

"That... that's ridiculous!" Scirocco spluttered.

"Is it?" Solomon sneered. "You really are pathetic, aren't you? You wanted somepony better in charge, but you didn't have the stones to go for the job yourself. Because you didn't want the responsibilities of being a real leader. No, much better to be the number two, so you can reap the glory, but not the blame. You spineless fool."

Scirocco anger grew with each word.

"It's hard to say who's a bigger disappointment: You, or Shade." Solomon snorted. "At least Shade had the guts to challenge me directly. Even if you talked him into it, like the opportunistic weasel you are."

"You son of a-" Scirocco threw his bladed hoof at Solomon, only for Solomon to catch the blade with his hoof, not bleeding at all.

"And now, your time of reckoning has come." Solomon announced. "Take pride in knowing that the empire that we once had together is destroyed, because of your own pitiful needs to be in charge."

"I'm gonna kill you!" Scirocco tried to pull his hoof free. "I will make you pay for this!"

"Yeah, that will be the day..." Solomon sneered.

"Solomon! Don't kill him!" Shade pleaded.

"What's this? You're asking me to spare him? After what he did to you?" Solomon mused.

"Yes! He's a rat, but he doesn't deserve this! None of them do!" Shade nodded. "Please..."

"The kid's right." Sterling nodded. "Stop this!"

"Yeah, be cool!" Ricochet added.

"This was not part of the plan!" Loveless added. "Leave the poor wretch alone!"

"I'm sorry, everypony... but that's just not your call." Solomon said coldly.

Solomon's electricity began crackling, flowing through Scirocco's blades into his body, shocking him, his screams of agony becoming hard to bear from the others in the cockpit, especially Shade.

"ARRRRGGGGHHHHH!" Scirocco screeched, as Solomon poured more voltage into his body.

"Ah, sweet vengeance..." Solomon gloated, a mad gleam in his eyes.

"This isn't right..." Loveless said weakly.

"I think I'm gonna..." Ricochet's mouth bulged as he vomited.

"You monster..." Sterling growled.

"NO! Solomon, please! Please!" Shade begged.

Solomon ignored Shade, increasing the voltage spewing form his hoof. Scirocco cried out in agony, as his body was roasted. His blood boiled, escaping his eyes, and his bald head was frying. His moustache burnt to cinders.

"That's enough!" Shade yelled, on the brink of breaking down. "Please!"

"Not yet it's not." Solomon snarled, unleashing another surge of lightning.

"YAHHHHH!" Solomon screamed louder than ever. The scream was replaced by a gurgling wheeze.

Solomon finally released Scirocco, and his scorched body fell to the ground, lifeless.

"Scirocco..." Flying Daggers gasped.

"No..." Girth whimpered.

"Murderer!" Knots roared, as the Thieves turned to face Solomon.

"How could you?" The Chineighse stallion snarled.

"Quite easily, actually." Solomon smirked, as he blew smoke off his hoof.

"You'll pay for that!" The triplets yelled, as the remaining Thieves closed in on Solomon.

"I think not." Solomon sneered, as he kicked a nearby switch.

Suddenly, the metal under the Thieves' hooves sprang up, tossing them off the platform and into the air.

"Guys!" Shade screamed.

The Thieves landed with thuds along the side of a cliff, not far from Canterlot.

"Owie..." Girth groaned.

"Well, that was... rude." Knots cringed.

"Ha... ha..." Flying Daggers gave a snide laugh, as he rose to his hooves. "Is that all you got?! Throwing us off the spider?!"

Suddenly, the Iron Arachnid stopped, as it then turned to face them, with cannons primed to fire.

"Those are... really big cannons." The Chineighse stallion gulped.

"No kidding." The triplets cringed.

"Whoa, that's kind of overkill!" Flying Daggers grimaced.

"Solomon, what are you doing?!" Loveless demanded, as Solomon took his place at the control panel.

"Scirocco was first on my list." Solomon sneered. "I'm just taking care of the rest of them before I move on to Shady here."

"Solomon, no!" Shade yelled. "Please, let them go! Your beef is with me! Leave them out of this!"

"I'm sorry, Shade, but I cannot do that." Solomon smirked as he glanced at the Thieves, and yelled. "Any last words before I turn you all to paste?!"

The Thieves glanced at each other... before one of them spoke.

"We're really sorry, pal!" Flying Daggers yelled.

"...Seriously?" Solomon scoffed. "Apologies won't fix a thing!"

"WE'RE NOT TALKING TO YOU!" The Chineighse stallion snarled, "WE'RE TALKING TO SHADE!"

"We should never have doubted you." Knots sighed.

"You were the best thing that ever happened to us." Girth added.

"You did so much for us." Jump declared.

"And asked for so little in return." Leap nodded.

"And this is how we repaid you..." Spin sighed.

"We're so sorry, Shade." The Chineighse stallion bowed his head.

"Please, forgive us." Flying Daggers pleaded.

"Guys..." Shade felt tears in his eyes.

"Oh, enough of this bullcrap." Solomon snarled, "Good-bye!"

"NOOOOOO!" Shade screamed.

The Thieves cringed in defeat as the cannon fired.

KABOOOOOM!

Rocks flew everywhere as a big explosion flew up into the air, leaving nothing but smoke...

"Guys... no..." Shade broke down, tears streaming down his face.

"Woo... gnarly explosion, dude..." Ricochet wooted weakly, still sick from Scirocco's electrocution.

Sterling and Loveless stared, silent with outrage.

"Good riddance." Solomon growled. "All that remains now is-"

"Why?"

"Huh?" Solomon turned to Shade. "Why what?"

"Why did you kill them?" Shade whimpered, his tears of sorrow turning to that of anger. "They were once loyal to you... and you just... just..."

"Stupid boy..." Solomon sneered darkly. "In this world, it's kill or be killed. Why would I pass such an opportunity to kill off the ponies that had wronged me? All who have wronged me doesn't deserve to live. But don't you worry... you will be joining them soon."

"...Solomon, I swear to Faust... when I get out of here..." Shade sniffed, his face contorted into a anguished snarl. "I am going to kill you. I will make you burn for this."

"Please." Solomon sneered. "Even if you somehow escaped, you couldn't follow through on that threat. You never had the guts to kill, boy. I can't believe I ever thought a soft fool like you was worth my time..."

Shade could do nothing but glare hatefully at Solomon as he turned away.

"Loveless, proceed onwards to Canterlot." Solomon declared. "And somepony get Scirocco's body out of here! It stinks to high heaven!"

Loveless glanced sympathetically at the captive, before glaring at Solomon as he returned to the control panel. At the same time, one of their minions grabbed Scirocco's burnst corpse and tossed it overboard.

Sterling himself was fuming.

"Was that really necessary, Solomon?" Sterling growled. "Killing them, I mean."

"Yes, actually." Solomon nodded. "Those fools had it coming."

"And you planned to kill them from the start?" Sterling frowned. "You were just stringing them along?"

"Oh, yes." Solomon smirked.

"I had no idea you could be so cruel, and petty." Sterling spat. "You disgust me."

"I don't really care what you think of me." Solomon retorted. "Just as long as you stay out of my way for this one. Think you can do that?"

"...We'll see." Sterling muttered.

As the mechanical arachnid drew ever nearer to its target, Shade's thoughts turned to Shine. Despite their argument, Shade couldn't help fearing the worst for him and the others.

 _'I'm sorry, Shine.'_ He thought. _'Maybe if I hadn't tried to overthrow Solomon in the first place, this wouldn't be happening now...'_

Shade's guilt and remorse only grew worse, as the spider descended upon Canterlot. On the other hoof, Solomon anticipation and twisted glee grew stronger.

"Canterlot's about to undergo some urban renewal..." He cackled. "Not to mention a change in the class system..."

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	14. Raining Down Destruction

**Shades Of The Past**

 **Chapter Fourteen: Raining Down Destruction**

The ground began to shake as the armored arachnid marched onto the outskirts of Canterlot, casting its foreboding shadow across Equestria's capital. The citizens couldn't help but gape in awe and horror at its approach, as it then climbed over the front gates of the city.

"What the buck is that thing?"

"It's monstrous!"

"What is it doing?"

"It's going to crush the city!"

"Somepony needs to do something!"

Atop the head, Loveless was greatly enjoying piloting his creation, manipulator arms connected to his wheelchair and controlled by his inner Earth Pony magic pulling and turning the switches.

"Oh, this is magnificent!" He cackled with childlike joy. "To at long last command my glorious masterpiece! It's almost like I'm part of it!"

"Easy there, pal." Sterling said awkwardly. "Try not to go overboard..."

Meanwhile, Solomon looked upon the terrified populace with twisted glee.

"Look at them." He smirked. "So scared, so helpless... Oh, how I've been looking forward to this..."

"Don't get excited, Solomon." Sterling snorted. "Things are just getting started."

"Oh yeah." Ricochet chuckled. "We're really gonna mess stuff up now!"

"Don't you start." Sterling frowned.

"Whoa-ho!" Ricochet spoke with anticipation, having not heard a word Sterling had said. "Can't wait for the big booms to start comin'!"

"Oh, what's the point?" Sterling sighed. "Like trying to get water out of a stone..."

Unbeknownst to the others, Shade was working on the knots of his rope bindings, slowly loosening them so he could escape...

As the spider drew nearer, one leg stepped right in front of the carriage the Royal Guards were in.

"Whoa!" One of the Guards pulling the carriage yelped, as they stopped just in time to avoid being crushed.

"What the buck?" Call gasped, as they stuck their heads out.

"Sweet Celestia..." Fletcher gaped.

Caboose and Dull also stared, dumbstruck.

"Is that... a giant, metal spider?" Dull gulped.

"Seems kinda... 90s, don't you think?" Caboose frowned.

Elite glanced at the mechanical monstrosity, immediately noticing the symbol of the Forefathers, etched on spider's head...

"No..." He whispered, as the spider started to pass over them.

"Sir?" Fletcher asked.

"Stay in the carriage!" Elite jumped out. "I have something I need to do!"

"What is he doing?" Call frowned, as Elite ran after the spider. "Is he actually going to take that thing on? That's insane!"

"Then call me insane, too." Fletcher ran after Elite.

"Where are you going?" Caboose asked.

"To help Elite." Fletcher replied. "The rest of you, stay with the carriage!"

"Now hold on a second." Caboose frowned. "I thought _I_ was the crazy one here."

"That was what I thought, too." Call snorted.

"Well, maybe I am." Caboose nodded. "Because I'm not staying away from this party!" He leapt off of the carriage, then turned and pointed at Call. "You two stay with the carriage!"

"Don't have to tell me twice." Dull nodded.

"But-" Call started.

"Do it!" Caboose yelled, as he ran off.

"Fine." Call pouted. "Run to your death. See if I care."

"Fletch!" Caboose called.

"Caboose?" Fletcher turned.

"I know you're still steamed at me, but I can't let you go off alone." Caboose declared. "You're my Captain, and as your Lieutenant, I have to stand with you... even if you don't like me any more."

"We can talk about that later." Fletcher sighed. "But for now, let's focus on the matter at hoof."

"You got it." Caboose nodded.

Moments later, the two caught up to Elite, who was less than pleased to see them.

"Didn't I tell you two to stay in the carriage?" He frowned.

"With respect, sir, we couldn't let you face this thing alone." Fletcher declared.

"Yeah, why should you get to have all the fun?" Caboose smirked.

"...I suppose it wouldn't hurt to have some back-up." Elite sighed.

The spider continued its march toward the town square, as each step it took caused the ground to shake. Many of the ctizens emerged from their homes and places of business to behold the foreboding site.

"My word..." Lars gasped, as he and Lyra emerged from the School for Gifted Unicorns.

"What is that?" Lyra gaped.

Sonny and Bon-Bon came out of their restaurant alongside their customers.

"This can't be good..." Sonny gaped.

"...We _are_ insured, right?" Bon-Bon asked.

From within _Blazin' Blues_ , Mist and Blue came out, Mist carrying Tempest.

"What in Equestria...?" Mist gasped.

"Big bug!" Tempest squealed.

"Now may be a good time to hide in the cellar." Blue declared.

Vinny and Berry came out of a bar, carrying a bottle of wine each. One of the spider's legs stomped down in front of them. The two gazed, dumbstruck, as they glanced up at the metal monstrosity.

"...I think that's enough wine for today." Vinny declared.

"Agreed." Berry nodded, as they emptied the contents of their bottles onto the ground.

The nobles of Canterlot also took notice.

"My word." Fancypants gulped.

"What is going on, darling?" Fleur asked.

"I don't know." Fancypants cringed. "But it doesn't look good."

"That monstrosity is headed right for us!" Jet Set realised.

"If only we had gone to our condo in the Crystal Mountains this week..." Upper Crust declared.

Darting through the middle of the streets was Elite, Fletcher, and Caboose, and they soon came up behind the spider.

"We need to get up there." Fletcher declared. "Our only chance at stopping that thing is to get on the inside."

"But how?" Caboose asked. "In case you haven't noticed, none of us have wings."

"Oh, no?" Elite smiled. "Are you sure?"

Elite, quickly raised one of his hoof and threw off his director's cloak, revealing a pair of large and powerful wings, maybe even large enough to rival Shine's wings.

"Sir... you're a Pegasus?" Fletcher gaped.

"How come we didn't know this?" Caboose asked. "And wouldn't they be uncomfortable under there?"

"All questions for another time." Elite declared. "But for now... the two of you, grab on to me. I'll take us up."

Elite took off, carrying them up to the bottom of the machine, where a platform resided.

"Looks like some kind of service hatch." He mused. "In all likelihood, locked..."

"Leave that to me." Caboose pulled out a crowbar.

"Where was he hiding that?" Elite frowned.

"It's best not to ask." Fletcher shrugged.

With a simple slam into the door and a tug, Caboose wrenched open the door.

"And we're in." He smirked.

By then, the spider had reached the town square, and everypony, including the royals, had taken note of its presence.

"What is that?" Shine gaped, as he and the others (including Belle) looked out from the balcony.

"I fear we're about to find out." Celestia frowned.

Solomon stepped forward, stepping into an advanced megaphone.

"Greetings!" He declared. "First of all, I cannot say how gratifying it is to see you all cowering in fear. You, who have looked down upon us 'lower' ponies. You, who have labelled us as nothing. You, who treated us as nothing. You, who considered us unworthy of this city of yours, while you yourselves trot around, living in excess and snobbery, thinking yourselves better than others, simply because of the size of your wallets!"

"...Wait, is he talking to the royals, or to the general populace?" Sterling frowned.

"I'm not quite certain..." Loveless admitted.

"Who are you to talk down to us?" One snooty noble yelled boldly. "Bullying us with your oversized toy... Without it, I'll bet you're nothing but some impudent street urchin!"

"Is that so?" Solomon sneered.

Solomon pulled a lever. One of the cannons rotated to point at the noble...

"Uh-oh..." The noble immediately went cold with terror.

The cannon fired, the noble disappearing in flame and smoke. Seconds later, there was nothing but blood and ashes where the noble had once stood.

"By Faust..." Swan Song gasped.

"You monster!" Golden Frames yelped.

Several nobles screamed in horror, while others simply ran, eager not to share the other's fate.

"My Faust, that was a little excessive, don't you think?!" Loveless frowned.

"Try 'pointless'!" Sterling growled.

"You want excessive?" Solomon growled. "I'll show you excessive!"

To Sterling and Loveless's shock, Solomon fired more cannons, attacking and hurting some of the ponies.

"Run!" Golden Gavel yelled.

"That thing's going to kill us all!" Black Marble declared.

"What are you doing?!" Loveless yelled. "We should be focusing on the royals! Those nobles are no threat to us!"

"Shut up, Loveless!" Solomon snarled. "I am trying to make a statement here, and I will not stop until I am heard!"

"What are you talking about?!" Loveless frowned. "We aren't supposed to be causing unnecessary damage!"

"Oh, it's necesary, alright!" Solomon sneered. "And you have no say in what I can or can't do! You may control where this spider travels, but I control the weaponry!" He pulled over a speaker, which transmitted to the workers inside the spider. "Fire all cannons!"

The workers obeyed, letting loose more artillery, which struck the streets and building, sending the citizens fleeing.

"Why, you..." Sterling spat.

"Don't try to stop me." Solomon sneered. "This is my mission, and anypony who interferes will have to answer to Father!"

Sterling stopped, knowing that he couldn't risk that.

"Sure, go about your rampage." He spat. "But I don't have to like it!"

"Nether do I." Loveless added. "But Father's will must be carried out."

"You'll pay for this, Solomon..." Shade muttered, as he started working through the knots in his ropes. "I promise..."

Back on the balcony, the royals watched with mounting horror.

"This can't be happening..." Gothic gaped.

"It's horrible..." Dusty trembled.

"This has gone on long enough." Celestia growled. "Come, sister. Let us show those terrorists what real power is."

"Gladly." Luna nodded. "Let's reduce that war machine to scrap metal!"

Celestia and Luna flew over to the spider. They charged up their horns to the maximum.

"Heads up." Sterling noted. "We've got incoming."

"Good." Solomon smirked. "Let them try."

"Now!" Celestia roared.

Both sisters unleashed powerful beams of magic at the armored arachnid. To the shock of all viewing the display, the beams glanced off the spider's body, leaving it undamaged.

"Impossible..." Luna gaped.

Celestia squinted at the spider's body.

"Look!" She pointed.

Upon closer inspection, they saw that strange runes were etched onto the spider's metal frame.

"Are those..." Luna frowned.

"I fear so." Celestia nodded.

"Return fire!" Solomon roared.

Celestia and Luna were forced to retreat from a fresh onslaught of cannon fire, and returned to the balcony.

"What happened?" Dusty asked.

"It seems our attackers have planned for our interference accordingly." Celestia said grudgingly.

"The war machine has been marked with runes that renders it impervious to our magic." Luna declared.

"Just like Nalik's airship..." Shine frowned, recalling a previous encounter. "Discord's magic couldn't affect it..."

"Then we must get sompony who can smash that bug!" Blueblood demanded. "Where's that Osiris fellow? From what I've heard, he can easily do the job!"

"I'm afraid Osiris isn't around right now." Gothic told him.

"Seriously?" Blueblood growled. "Where would the Serpent Deity of Death possibly be at a time like this?"

"Look, it doesn't matter now." Shine said firmly. "Maybe if we knew who was control of that thing, it might help."

Shine grabbed a telescope, and peeked through it. Through it, he could see the control platform... and to his horror, he saw Shade, bounded by rope.

"Oh my Faust, they got Shade!" Shine gasped.

"No!" Belle yelped. "Not my boy! We have to save him!"

"And how could we do that?" Gothic asked. "He's right on top of that unstoppable war machine."

"An excellent point." Blueblood noted.

"But he can't just be left up there!" Belle urged. "He's my son! He's the only family I have!"

Shine's face set in determination.

"Don't worry, Belle." He declared. "I'll get him back for you."

"Shine, no!" Celestia urged. "You can't! It's a suicide mission!"

"She's right." Luna nodded. "Our combined might is useless against that thing, so what can you possibly do alone?"

"I'm sorry, Celestia, Miracle." Shine sighed. "But I have to do this."

"Shine..." Celestia pleaded.

"Daddy..." Miracle sniffed.

"I love you both." Shine hugged Miracle and kissed Celestia. "I'll be back. I promise." He turned to Belle. "And I'll bring Shade back. This, I swear."

"Thank you." Belle smiled.

With that, Shine raced off.

"Good luck, my love..." Celestia murmured.

Meanwhile, Solomon was gloating over repelling the Princesses.

"Even the mighty royal sisters are powerless to stop us!" He crowed. "Thank you, Father!"

"Yes, he does seem to think of everything, doesn't he?" Loveless nodded.

"Now to really hammer the point home..." Solomon chuckled darkly.

"Meaning?" Sterling asked tensely.

"Meaning we should have a nice little rampage around the city." Solomon sneered. "We'll walk around and demolish everything in sight, just to show off how helpless they are to stop us! We'll show them what true power is!"

"Seriously?" Sterling frowned. "First attacking the civillians, and now mindless destruction? That's low, even for you!"

"Usually, I'd agree with you." Solomon nodded. "But not in this case. Loveless, get this thing into gear!"

"As you wish..." Loveless sighed.

"Loveless, you can't honestly go along with this!" Sterling snarled.

"Look, if it is what Father wishes, who am I to argue?" Loveless frowned.

The spider began walking further into Canterlot. Some citizens fled, while other hid in basements and alleyways, hoping to avoid the destruction.

"Fire all armaments!" Solomon cackled. "Let's light this town on fire!"

More ordinance poured out of the spider, destroying everything in range.

"Ha-hah, yes!" Solomon laughed wickedly. "Light it up!"

"So light 'em up, up, up!" Ricochet sang. "Light 'em up, up up, light 'em up, up, up, I'm on fire!" He then chugged down another beer bottle and chucked it out.

Sterling looked on with disgust, and Loveless with disapproval.

Down below, Fletcher, Caboose and Elite were negotiating their way through the spider's inner workings.

"If we can just find the power source for this monstrosity, we can take it down in an instant." Elite mused.

"Easier said than done." Fletcher mused.

"Sure it is." Caboose shrugged. "Talking's way easy. Trust me."

As they rounded a corner, they walked right into Silas and Lunard.

"What the- intruders!" Silas roared.

"So much for the element of surprise." Fletcher gulped.

"Boy, did you catch the wrong ride." Lunard smirked.

"Guys, we have a problem! We have intruders!" Silas yelled into a speaker, his words transmitted to the control deck.

"What?" Solomon snarled. "Sterling, since you're not doing anything, you can lend those two pals of yours a hoof."

"I wouldn't call them 'pals' exactly..." Sterling muttered, as he headed down below.

"So, you thought you could sneak in here and perform a little sabotage?" Silas spat, as he pulled out his cane, tipped with a sharp silver hook. "Not on our watch."

"Like we're scared of a couple of lackies." Caboose sneered.

"I'm no lacky!" Lunard snarled. "And I'm gonna show ya why!"

"Caboose and I will keep these two busy." Elite told Fletcher. "You go and find a way to take this thing down."

"Yes, sir." Fletcher nodded.

Fletcher made to leave up the ladder... only to get shoved back to the ground by two strong hooves.

"Gah! What the-" Fletcher glanced up, as none other than Sterling dropped down.

"Sorry, but you're going nowhere." Sterling declared. "Nothing personal, but I can't let any of you stop this thing."

"But we will." Fletcher stood back up.

"Yeah." Caboose nodded. "Besides, three-on-three is pretty good odds."

"You just keep thinking that." Lunard sneered, cracking his talons. "You'll be singing a different tune soon enough."

"Enough talk." SIlas growled. "Let's deal with these interfering interlopers."

"Give them everything you've got, boys!" Elite declared.

The two trios locked in combat. Caboose took on Silas, Fletcher Sterling, and Elite Lunard.

"Come on, you armored oaf!" Silas roared, swinging his cane. "I'll teach you not to cross the great Silas Necross!"

"Really?" Caboose dodged the blow. "When's he getting here?"

"Why, you..." Silas swung again.

Caboose dodged the cane again... then caught the hoof holding it and twisted it.

"Agh!" Silas screeched, as he dropped his cane. "Uncle! Uncle!"

With some manuevering, Caboose grabbed Silas's head in a headlock, and with the hoof he grabbed, he began punching the owner of said hoof.

"Why are you hitting yourself? Why are you hitting yourself? Why are you hitting yourself?" Caboose taunted.

"Stop-ugh! This-ugh! Now-ugh!" Silas grunted indignantly.

"It's been a while since I got to pound a pony." Lunard snarled, as he showed his talons. "And after this boring day, I'm gonna make it last..."

"By all means." Elite smirked.

Lunard pounced at Elite, who ducked down, and pushed him off.

"Not bad, little horsie." Lunard sneered. "Let's see how long you can keep this up..."

"Don't you worry, feathers." Elite smiled. "I know how to handle thugs like you..."

At the same time, Fletcher and Sterling locked hooves.

"I've heard of you." Fletcher growled. "Sterling Cross, terrorist, killer, and fugitive. Not to mention traitor to the Royal Guard. I'm going to bring you in this day."

"In your dreams, pretty boy." Sterling sneered, breaking the lock and punching Fletcher.

"You are strong." Fletcher admitted, nursing a bruise. "But you're clearly undisciplined. A lack of focus is many a warrior's failing point."

"There's a freedom in cutting loose." Sterling declared. "Not that I'd expect an uptight stiff like you to understand."

"Nor would I care to." Fletcher shook his head.

"Well, you're gonna learn something today..." Sterling smirked, as he charged at Fletcher.

"Bring it." Fletcher lunged forward.

Up above, Solomon looked upon the destruction he had wrought, and savored it.

"Quite a sight, isn't it?" Solomon smirked.

"Oh, yeah." Ricochet grinned. "This was so worth the wait..."

"Clearly, I'm in the minority here..." Loveless scowled.

"You should be glad, Loveless." Solomon declared. "Your creation has more than lived up to my expectations."

"Yeah, nice work, wheels." Ricochet nodded. "You should be proud!"

"I don't feel very proud right now..." Loveless sighed.

"You, there. Stop this!"

"What?" Solomon glanced downward, seeing Jet Set and Upper Crust in the spider's path.

"How dare you attack our home, you loathsome heathen!" Jet Set roared.

"What kind of monster are you?" Upper Crust added.

Solomon stared down at them, gritting his teeth in anger.

"I'll bet you're some kind of miserable gutter trash, lashing out at us because we're better than you." Jet Set sneered.

"That _would_ truly be pathetic, wouldn't it?" Upper Crust added.

Solomon turned to Loveless.

"Lower the platform." He declared. "I'll deal with these two face-to-face."

"As you wish." Loveless nodded.

The spider's head lowered on its hydraulics to street level, and Solomon disembarked. As he walked over to Jet Set and Upper Crust, their expressions changed from anger and contempt to fear.

"...Okay, I think we might have made a mistake..." Upper Crust murmured.

Solomon approached them, an unsettling grin on his face. Despite their fear, Jet Set and Upper Crust miraculously stood their ground.

"I must commend you for your bravery." Solomon smirked. "Or is it stupidity? To be so full of yourselves to a point that you still think yourself better than the stallion who has a giant weapon of mass destruction at his beck and call?"

"Us, full of ourselves?" Jet Set snorted. "That's rich. You're the one so brazen as to insult us."

"Do you know who we are?" Upper Crust said brazenly.

"Oh, I know damn well who you both are." Solomon laughed darkly. "But you are right about one thing... I was once a homeless foal. I actually used to live in this Faust forsaken city..."

"...Y-you did?" Jet Set raised a brow.

"Oh yes... do you know what kind of living hell it is, being a street rat upon the wealthy?" Solomon asked. "To be ostracized and bullied to the extent of mild torture by the snot-nosed brats, fed by the silver spoons of their just as self-righteous parents? Well, it makes a poor colt want to kill himself. And do you want to know the best part? The adults are even worse. They just sit back and allow a foal to suffer such torment, just because he was... different... because he had no... value... to his name. They never saw a poor boy... they just saw vermin, that needed to be stomped on constantly..."

"Look, I can care less what your sob story is, but you cannot-" Jet Set was about to snarl, before his mouth was caught by Solomon's hoof.

"...Why so serious, Jet Set?" Solomon sneered. "I am aware that you can care less... because you never cared at all. You, nor anypony else in this Faust damn town... all they know is pure and unadulated cruelty. And let's face it, you would know all about that, wouldn't you?"

"...W-what are you talking about?" Jet Set murmured, really confused.

"Vengeance, Jet Set." Solomon glared. "Vengeance is what I am talking about. Through all the pain and suffering I endured, I have never wanted something more... it is by my will that every pony that has wronged me has forfeited their right to live... and you, Jet Set, are the one who forfeited his right first..."

"Dear?" Upper Crust frowned. "... Do you know this filth?"

"No!" Jet Set tried to pry his hoof from his face. "I have no idea what you are inferring, but I have done nothing to you!"

"Quite the opposite, Jet Set..." Solomon brought his face closer to his. "You have done everything..."

"Just... just leave us alone!" Jet Set roared.

"You do not talk to me like that." Solomon scowled.

With his free front hoof, he poured a bolt of electricity into Jet Set's abdomen.

"YAAAARRRGGHHH!" Jet Set screeched.

"No!" Upper Crust shrieked. "Stop this!"

"If you only knew what he's done, you'd agree that he deserves this." Solomon said coldly. "All who have wronged me deserve to die!"

"AGGGGHHHHH!" Jet Set screamed, as another jolt of lightning poured into him.

"Hurts, doesn't it?!" Solomon sneered. "Don't you worry! It'll be over soon! I promise!"

"Solomon!" Loveless called. "We need you back up here! Now!"

Solomon paused, as he gave a small growl. Reluctantly, he threw Jet Set back, shutting off the voltage, and leaving him shaking in agony. Upper Crust knelt down and cradled her husband, weeping loudly.

"This is only a brief respite." Solomon spat. "By the end of the day, I swear you will all burn."

Solomon climbed back onto the spider.

"What?!" Solomon snarled at Loveless.

"Solomon, I don't know what that was about..." Loveless glared. "But I don't care. That mustn't happen again."

Solomon growled as he ignored Loveless and turned to the speaker.

"Attention, all hooves!" He announced. "Double your efforts! I want this town to be a smouldering wreck by the end of the day!"

Unwilling to incur Solomon's wrath, the workers hurried to reload.

Meanwhile, back in the lower levels, the three-way clash was still ongoing.

Lunard grabbed Elite in a headlock.

"Gotcha now!" He snarled.

"Guess again, my feathered foe." Elite declared. He popped out the blade on his artificial hoof, and stabbed it into Lunard's talon.

"Ahh!" Lunard yelped, releasing Elite.

Elite rammed the back of his head into Lunard's, then elbowed him in the stomach. As his opponent folded over, Elite grabbed him by the neck and flipped him onto the floor.

At the same time, Caboose was toying with Silas.

"Yahhh!" Silas charged Caboose.

Caboose sidestepped his charge.

" _Ole_!" He whooped.

"Grrr!" Silas charged at him again.

" _Ole_!" Caboose dodged again.

"You filth!" Silas screamed again.

Caboose then leaped into the air... somehow casually lounging for a bit, before landing, smoothly saying. " _Ole_..."

"Don't you mock me!" Silas roared, as he fired a couple salvos of magic blasts.

"We've gone way past mocking." Caboose dodged all of them, barely side-stepping each blast. "Now I'm just messin' with ya!"

"Enough!" Silas charged again.

"You're right." Caboose stuck out a hoof, tripping Silas, sending him headfirst into a metal beam. "The fun's all run out."

"Ughhhh..." Silas collapsed to the floor.

Fletcher, unable to utilise his bow skills in such tight quarters, found himself outmatched physically by Sterling, who possessed greater strength and experience.

"Hi-ya!" He aimed a kick at Sterling.

Sterling blocked the blow, and flipped Fletcher over.

"You've got some nice moves, pretty boy." Sterling admitted. "But it won't be enough to stop me."

"We'll see about that!" Fletcher sprang up and punched Sterling in the face.

Sterling stumbled back, and stroked his bruised cheek.

"Ugh... not bad." He smirked. "At least you can say you got a decent hit in..."

"I'll be able to say a lot more than that!" Fletcher charged.

Moving like lightning, Sterling dodged Fletcher's attack, and kicked him hard in the stomach.

"Urgh!" Fletcher groaned.

Sterling followed up with a two-hooved pound, slamming Fletcher onto the floor.

"No, you won't." Sterling declared menacingly. "In fact, you won't be saying anything ever again..."

"HEY!"

Sterling glanced up, only to get rammed into a wall by Caboose.

"You okay, pal?" He asked Fletcher as he offered a hoof.

"Thanks to you." Fletcher smiled, letting Caboose help him up.

"Oh, typical..." Sterling growled, shaking off the pain in his back, as he glared at the unconscious Silas. "As usual, Silas can't do anything right..."

"You up for a little two on one?" Caboose jeered.

"Go right on ahead..." Sterling scoffed, as he cricked his neck. "It's not gonna make a difference."

"You'd be surprised." Fletcher declared.

"I doubt it." Sterling smirked, as he charged at them.

Fletcher and Caboose moved in perfect synch. They leapt to either side of Sterling, then Caboose kicked Sterling in the hip. As Sterling stumbled, Fletcher punched him in the face.

"Urgh!" Sterling groaned. "You'll pay for that..."

Caboose leapt at Sterling, who grabbed him and threw him at Fletcher, who managed to catch his Lieutenant.

"Thanks for the save." Caboose smiled. "Now we're even."

"Not really." Fletcher admitted. "I still owe you one."

"Ugh, why don't you two lovebirds get a room?!" Sterling snarled.

The fight continued. Despite his skill, Sterling was overwhelmed by Fletcher and Caboose's teamwork. When one dodged an attack, the other struck.

Caboose fired a stream of magic from his horn. As Sterling dodged, he ran right into Fletcher, who gave him an uppercut, knocking him onto the floor.

"Argh..." Sterling grimaced.

"Had enough yet?" Caboose taunted.

Sterling glared at the two, but he knew that he couldn't handle the both of them at once. And with Silas down, and Lunard occupied, it was best to cut his losses.

"Actually... yes." Sterling made to run to the hatch.

"Hey, get back here, you coward!" Fletcher snarled.

Sterling stopped in his tracks.

"What did you just call me?" He growled.

"I called you a coward." Fletcher glared at him.

Without warning, Sterling lashed out at Fletcher, breaking his nose with a single punch.

"Ugh!" Fletcher stumbled backwards.

"Fletcher!" Caboose gaped, surprised by Sterling's brutal attack.

"Don't... ever... call me a COWARD!" Sterling roared, as he then dashed up the ladder to the control platform, slamming the hatch shut and locking it tight.

"You okay, pal?" Caboose rushed to Fletcher's side.

"I'll live." Fletcher mumbled, stemming the blood flow with his hoof. "...Where's Elite?"

Lunard and Elite suddenly tumbled toward them.

"I'm gonna break yer neck, pony scum." Lunard roared, his talons around Elite's throat.

"I... think... not!" Elite kicked Lunard in the groin.

"Ooh, right in the furballs." Caboose cringed.

"Urrrh!" Lunard's grip weakened.

"Didn't think I was above fighting dirty, did you?" Elite uppercutted Lunard, sending him slamming into the ceiling. As Lunard dropped, he kicked him into the wall.

"No... fair..." Lunard groaned, as he fell into unconsciousness.

"Very impressive, sir." Fletcher declared, still clutching his nose.

"Oh, that was nothing." Elite chuckled. "You should have seen me in my prime..."

"One of the scumbags ran off." Caboose pointed to the hatch. "Headed upstairs."

"If we follow, we may be able to find the ones in charge, and stop them." Fletcher added.

"It's worth a try." Elite nodded.

The trio followed Sterling's path, and tried to open the hatch, but it wouldn't budge. Even Caboose crowbar didn't work.

"If this ol' beauty won't do the job, nothing will." He frowned.

"I suppose we've got to fall back to the original plan then." Fletcher declared.

"Unfortunately, yes." Elite nodded.

Up above, Sterling joined Solomon and Loveless, and Shade. Unbeknownst to any of them, Shade had been working on a knot of his ropes, gradually wearing it down, until it would inevitably snap, resulting in his freedom.

"Sterling, what are you doing up here?!" Solomon frowned. "You should be dealing with the intruders!"

"Those intruders proved to be tougher than we thought." Sterling grimaced. "They already took out Silas, and Lunard is probably done for by now."

"And you just left them?" Solomon glared.

"What was I supposed to do?" Sterling asked. "I was outnumbered and overpowered. Staying would have ensured my own defeat, and you would not be aware of our intruders, who would have been through that hatch by now!"

"Faust damn it, I don't need this right now!" Solomon growled. "Not when things were going so well!"

"Look, we just have to remain focused." Loveless declared. "They can't hurt us as long as long as the runes stick."

Sterling glances around.

"Hey, where's Ricochet?" He asked.

"Hmm?" Solomon raised a brow.

"He's right." Loveless frowned. "Where is that buffoon?"

Down below, the nobles were running for their lives.

"We have to get out of here!" One yelped... before suddenly taking a crossbow bolt to the shoulder. "Ahh!"

"Bullseye!" Ricochet suddenly appeared, carrying a pair of crossbows, and drinking several bottles of the beer he had stolen. "That spider's not the only thing you snobs need to worrying about!"

"RICOCHET!" Sterling screamed down, "WHAT ARE YOU DOING?!"

"What do you think I'm doing? Shooting up the place!" Ricochet held up his twin crossbows. "While having a cold Sud Light!" He then guzzled another bottle.

"Get your flank back up here!" Sterling snarled. "You're gonna get killed out there!"

"Beyotch, please!" Ricochet scoffed, as he loaded his crossbows. "I may be a radical crazy gunpony with twin crossbows, but I'm also a motherbucking assassin! This is what I do!"

Ricochet fired off more crossbow bolts, bringing down more innocent bystanders.

"Ricochet, this wasn't part of the plan!" Sterling admonished him.

"What are ya talkin' about?" Ricochet snickered. "Destroying this snooze-ville and murdering every rich fat cat in it was always the plan!"

"What?!" Sterling snarled.

"What?!" Loveless gasped.

"Ricochet!" Solomon snarled.

"Oh... was that supposed to be a secret too?" Ricochet frowned... before shrugging. "Sorry, boss, my bad!"

"...What is he talking about?!" Sterling rounded on Solomon.

"Nothing, Ricochet is just being his idiotic self!" Solomon growled.

"Is he?" Loveless challenged. "I believe we both deserve to know what exactly is going on here. What is Project: Titanfall?!"

"You already know what it is." Solomon declared shiftily.

"I'm not sure I do anymore." Loveless frowned.

"Well, I hardly think this is the time to explain..." Solomon said awkwardly.

"The truth, Solomon. Now!" Sterling roared.

"Alright!" Solomon slammed his hoof into the wall furiously... before calming down a bit, as he faced the two, "The truth is... while Project: Titanfall does have plans to do away with the Princesses, destroying them is only a blip in the grand scheme of things. Its main purpose is to do away with the ponies that are truly holding Equestria back... not the princesses... but nobility itself."

"Nobility?" Loveless murmured.

"Titanfall..." Sterling whispered, as he snarled. "He means the richest and most powerful ponies of Equestrian society. This attack... you're trying to exterminate the upper class!"

"Now, you got it!" Solomon laughed in derision.

"What? But why?!" Loveless stammered. "These fat cats are of no threat to us! To destroy them is unnecessary!"

"Unnecessary? These rich ponies deserve to die!" Solomon snarled. "For centuries, these ponies have lorded their wealth and power over the less fortunate! They are morally corrupt, and incapable of the slightest equinity! They lie, cheat, and destroy lives, just to line their pockets and not lose the sense of superiority they believe they deserve!"

"That cannot be so!" Loveless argued. "There are many rich ponies that are nothing like that! Hell, we have one among our numbers, remember?!"

"One mere exception!" Solomon roared. "And it doesn't matter. Sooner or later, they all end up the same. Corrupt, cruel monsters who are untouchable by the 'law' and treat us 'urchins' like crap! I am doing the world a great service!"

"Great service? You are about to murder an entire town full of ponies!" Sterling glared.

"Indeed. There is no way in Tartarus that Father would have ever endorsed this..." Loveless muttered.

"He didn't." Solomon revealed.

The cockpit went silent, except for the sounds of ponies screaming and cannons firing.

"...What?" Loveless gaped.

"What do you mean Father didn't?" Sterling demanded. "How could he allow this Project to go through if he didn't approve of it?!"

"Because Father hasn't been talking to me for months!" Solomon snapped, as he grasp the bridge of his snout. "...When I told him of Project: Titanfall... he refused me. Me, his most loyal and dutiful second-in-command. He didn't even give me a reason why... Ever since then, every time I went to see him... he just refused to speak to me... or anypony for that matter."

"Wait, if you haven't talked to him in months, then on whose orders have we been acting upon for all this time?" Sterling snarled.

"...Mine." Solomon pointed to himself.

"Yours?" Loveless gasped. "Solomon... you didn't..."

"You've been going behind Father's back all these months?!" Sterling snarled. "...I don't understand, why would you do that?!"

"...You don't understand..." Solomon growled. "When I first joined the Forefathers, when Father came to me that fateful night, he promised me eternal vengeance! Vengeance upon all those who had wronged me! Vengeance was all that kept me going all these years! It is all I can think about, day in and day out! I created the Fifty Thieves just so they could help me achieve it... but surely, you know how THAT went!"

 _'Oh, I sure know how it went...'_ Shade thought, as he continued working on his knots.

"For fifteen years, I waited, suffering in silence, wasting my time with the lot of you, while all those nobles went unpunished for what they did to me!" Solomon raged. "And when Father denied my project... I had had it! All these years as his second-in-command, leading this organization, and he had the gall to deny me?!"

"Well, he is our leader." Loveless pointed out. "He must have had a good reason for it."

"Changeling dung!" Solomon spat. "That senile old fool just can't recognise a good thing when he sees it!"

"So that's the real reason you didn't want me talking to Father." Sterling realized with a growl. "Because he'd know you were working behind his back."

"That's right..." Solomon admitted. "And honestly, we don't need him! All he has done for this organization is hide in his room, while us real stallions are off shaping Equestria in our image! I was done my waiting! I've worked for this moment all my life, and now, with the Forefathers under my control, I will finally have eternal vengeance! That is what I strived for!"

"...You Faust damn psychopath!" Sterling roared.

"Sterling!" Loveless gaped.

"You have killed, used and betrayed ponies for years, and for what?!" Sterling demanded. "To satisfy some twisted vendetta?! You swore to serve the Forefathers just as I did, but you used their resources and followers for your own twisted ends! You perverted our very reason for being! I always knew you were low, but I didn't think you were _that_ low!"

"I am doing what the Forefathers set out to do." Solomon snarled. "We are making Equestria a better place! A place where all can be happy!"

"A better place?!" Sterling snapped, "I thought we were idealists and visionaries, not cold-blooded killers!"

"Then you're an idiot." Solomon spat. "Equestria can never be 'better'. It will always be a place of strife and unhappiness. A place where you have to put aside foolish morals to get ahead. In the real word, it's kill, or be killed!"

"Only a warped mind would think like that." Sterling growled.

"You just don't get it... did you know what it was like for me back then? To be hated for something you had no control over, to have ponies wrong you so much, and just... make you into a hollow... well, do you?" Solomon asked.

"Not exactly." Sterling admitted. "But that's no excuse for doing all this."

"Says the pony who murdered so many others, lied to them... and even betrayed the only ones who could ever love you..." Solomon retorted.

Sterling felt his glare hardening.

"Like Echo and Sunset, for example." Solomon sneered. "Ever since you met those two, you've been falling farther and farther from the stallion you once were. The Sterling I knew was a cold-blooded killer who didn't give a damn who got in his way of his goals... but now... you're just a sham. A pathetic shell of what could have been a great stallion."

"Funny, I see it as the other way around." Sterling retorted. "The old me was the pathetic shell, just like you. At least _I_ finally saw the truth about myself."

"You think you're so smart, don't you?" Solomon spat, lightning sparking through his body. "That you are somehow better than me? Than Loveless? Than 'Father' himself?

"It doesn't matter what I think." Sterling retorted. "What I _know_ is that I will play the Forefathers' games no more."

Sterling turned away.

"Sterling..." Loveless murmured. "Sterling, where are you going?"

"I'm done, Loveless." Sterling growled. "I've made so many mistakes over the years, caused so much pain and suffering. I had morals at first, but they grew less and less important as time went by... I thought by coming back to the Forefathers, I might actually be able to do some good, make up for my mistakes. But let's face it, all I did was set myself up for disappointment. Just one more mistake. But I won't be making any more today, least of all taking part in a city-wide genocide..."

Sterling started to walk away.

"You're not going anywhere!"

Sterling turned back, as Solomon held up his hoof, crackling viciously with lightning.

"I am leaving, Solomon." Sterling glared. "And you are not stopping me..."

"Do you think I'm gonna let you leave, just like that?" Solomon chuckled insanely. "No pony can simply leave the Forefathers, let alone a Ouroboros. You know too much."

"Hmph, so you're gonna kill me?" Sterling frowned. "Why am I not surprised?"

"...To be honest, I'm gonna kill you once Titanfall has come to a conclusion." Solomon admitted. "I never liked you, Sterling. Unlike all the others, you had this thing about you, this... 'look'... that just disgusted me. Ticked me off. But I cast that aside, because you were capable of great things... but as it was with Shade before you, I was wrong."

"Guess you were." Sterling admitted. "Still, if I hadn't met Echo and Sunset, maybe I wouldn't have had a chance to reawaken my equinity, and see things a little more clearly."

"Sterling..." Loveless murmured.

"...Just who are you fooling Sterling? You don't have a shred of equinity left in you..." Solomon sneered. "You are what we made you to be. A soldier who follows orders. But you hadn't been doing that, have you? And it's because of them... Echo and Sunset."

Sterling's glare hardened.

"What? You think I would forget about Project: Maelstrom?" Solomon smiled sickly, before scowling. "Or how you tripped right at the finish line? You were to create the perfect Maelstrom so we would have an army, yet instead, you bought into your own con. Thinking that your feelings about those two were actually real."

"Because they are." Sterling declared. "I hated lying to them, using them... and I hated you everyday for making me try to kill Echo..."

"I didn't _make_ you do anything." Solomon said smugly. "That's the thing about you, you are so broken that you would believe anything that was laid before you. You only obeyed my orders, because you needed to. Because at the end of the day, you wanted somepony to tell you what to do. You wanted a cause to believe in, a mission to follow, because it sure beat taking charge of your own life."

Sterling was shaken by Solomon's words, recognising the truth in him. But he recovered in seconds.

"Well, not any more." He snarled, turning to leave again.

"Where will you go?" Solomon asked. "All of Equestria probably knows who you are by now. You're a traitor to Equestria, and a fugitive. You will be hunted by both the Forefathers and the authority... and you have no family or friends to turn to... you made sure of that, didn't you?"

Sterling clutched his hooves tightly, trying to block out Solomon's harsh words.

"Do you think Echo and Sunset will ever forgive you for what you did to them?" Solomon sneered. "They've probably forgotten about you, made you no more than a bad memory..."

"Solomon, stop this..." Loveless growled.

"Not that anypony would want to remember a two-faced, back-stabbing, self-absorbed, smug punk like you, anyway." Solomon snorted.

Sterling grit his teeth, angered by Solomon's words.

"Solomon, that's enough.' Loveless repeated, growing angrier.

"But that actually works out great for them. Because let's face it, your track record with ponies who care about you isn't exactly stellar." Solomon smirked wickedly. "Just ask-"

"I SAID THAT'S ENOUGH!" Loveless roared.

*BOOM!*

The mechanical spider shuddered, rocked by a powerful force.

"What the...?" Solomon growled.

"Dammit, we are under attack!" Loveless pointed.

Down below, the Royal Guard had gathered. Several of them were firing cannons at the spider. The Unicorn members were firing their magic bolts. The runes, while effective against most forms of magic, did little to compact the blows of the cannon blasts. It was enough to stutter the spider's movement, causing it to shake violently.

"Insolent vermin..." Solomon snarled.

Suddenly, the Wonderbolts flew in overhead, having been called in by the Royal Guard.

"Okay, you guys, you know the drill!" Spitfire, being the one to lead a formation of them, yelled "Hit 'em fast and hit 'em hard!"

"Like we'd do any other way!" Rapidfire smirked.

"Let's squash this spider!" Fleetfoot declared.

Some of the Wonderbolts were pulling stormclouds, which then other Wonderbolts began stomping and kicking, as they discharged lighting, striking the spider's body.

"Gahh!" Loveless yelped, covering his eyes as the lightning repelled from the paling the runes had generated for the machine.

"All cannons, take aim at the Wonderbolts!" Solomon ordered. "We won't let those showoffs stop us now!"

The spider's weapons fired upon the Wonderbolts, though the greatest fliers in Equestria were quick enough to evade them.

"Keep firing!" Solomon yelled. "Blast them out of the skies!" He then turned to face Sterling. "As for you, Ster-"

However, Sterling was nowhere to be found.

"Sterling?" Solomon glanced around, "Sterling?! BUCK!"

"What?!" Loveless turned around again, and was just as shocked to find Sterling gone. "Sterling! Where did he go?!"

"That motherbucker must have jumped ship when the spider starting shaking!" Solomon snarled. "That cowardly, treacherous, worm-faced excuse for an Ouroboros! RAAAAARRRRGGH!" He screamed in frustration.

Down on the streets of Canterlot, Sterling was running for the outskirts, practically unnoticed by the panicking citizens. At one moment, he looked back.

"Sorry, Loveless." He sighed. "I hate to leave you there, but I can't be a part of this any more..."

Sterling continued running, determined to get as far away from that mess as possible.

Back on the spider, Solomon had finished his angry tirade, trying to regain his composure.

"We will just have to deal with the deserter later." Solomon grunted, "Now, we've got a town to destroy!"

"We can't!" Loveless yelled. "I refuse to continue onward without Sterling! They'll kill him!"

"Oh, better them than me!" Solomon spat. "Sterling made his choice, so forget about him and focus on the mission!"

"Our mission might be a lost cause!" Loveless protested, as the spider was struck by another bolt of lightning. "The Iron Arachnid wasn't built to withstand constant electrical barrages! There's no telling how much more my creation can take!" He then made to leave. "We must fall back!"

"Oh no, we don't!" Solomon snarled, gripping Loveless by his chest. "We're going to keep going! You're going to keep going, or I'll kill you myself!"

"My Faust, you have lost your mind!" Loveless growled. "How far are you going to go just to sate your lust for vengeance?! How many ponies' lives will be taken before you are satisfied?"

"Not enough! Not yet!" Solomon growled. "Now get your flank back into gear or so help me FAUST!"

"...If I must." Loveless angrily agreed, knowing he could not reason with him at this point.

"Good." Solomon nodded. He spoke into the speaker. "Intensify all firepower! Let nothing stop us!"

In response, the workers loaded more ordinace, and continued the assault. While the Wonderbolts and Pegasus Guards had more room to move, the land-based Guards did not, and were forced to continually scatter, and move to a better vantage point (but not without incurring casulaties along the way).

"That's it, run!" Solomon crowed. "That's what you get for challenging me."

"Challenging us..." Loveless quietly corrected him.

"Ricochet!" Solomon roared over a communicator. "You are free to have some fun, but remember what you're really supposed to be doing down there!"

"How could I forget?" Ricochet smirked, as he fired another bolt with his free hoof, nailing a fleeing noble. "That's the part I'm really looking forward to..."

"Excellent." Solomon smirked. "You do your part, and we'll do ours."

"So now there's a 'we'..." Loveless snorted.

"Stop wasting time!" Solomon roared. "Keep this thing moving! We're a big enough target as it is without standing still!"

"Y-yes, right away." Loveless nodded, enagaging the controls.

As they focused on the battle, Shade continued wearing down his ropes.

 _'Come on, come on...'_ He thought.

Seconds later, the ropes finally gave way.

"Yes..." He said quietly, as he pulled his hooves free. "Adios, buckers..."

His wings still numb from their tight bindings, Shade sneaked away on hoof, gently opening the hatch and descending into the lower levels.

"I trust you're enjoying the show, Shade?" Solomon declared. "Sorry if it seems like I forgot you. I've been a little busy, in case you haven't-"

As Solomon turned to look at where Shade was, all he saw were the empty ropes. He did not take it well.

"OH BUCK, BUCK, BUCK!" He screamed. "Can't anything go right today?!"

"What is it?" Loveless asked.

"Shade managed to escape!" Solomon yelled. "He's in the lower levels!"

"We should alert the workers!" Loveless suggested. "The last thing we need is somepony crawling through my creation!"

"No..." Solomon seethed.

"Solomon?" Loveless didn't like the look on the lightning-wielding unicorn's face.

"Keep up the fight." Solomon began walking menacingly into the machine. "I'll go after Shade myself. I'm going to finish what I started fifteen years ago, and I won't stop until Shade's heart stops beating..."

With that, Solomon raced into the heart of the mechanical behemoth, his hooves coiled in lightning, eyes filled with hate, determined to finish Shade once and for all...

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	15. Thunderstruck

**Shades Of The Past**

 **Chapter Fifteen: Thunderstruck**

As the spider continued its march, some of the bolder citizens of Canterlot joined the Guards in attacking, using whatever they could find.

"How about a drink?" Blue threw a bottle against one of its legs.

"Take this!" Vinny swung a baseball bat against another leg. The bat broke on impact. "Does anypony have another bat?"

"You broke them all." Lars pointed out.

"Oh, really?" Vinny pouted. "I liked those bats..." He then spotted the coolers attached to the upper legs. "Are those coolers?"

A cannon blast rocked the spider, knocking one open, and revealing several bottles of ice-cold beer.

"Oh, baby..." Vinny drooled. "I've been needing a drink..."

"Are you seriously thinking...?" Lars gaped.

"Yep." Vinny smirked, using his levitation to remove one of the coolers.

Lars glared at him disapprovingly.

"What?" Vinny asked. "They're attacking us, remember? An eye for an eye!"

"...I suppose you're right." Lars shrugged. "Just save one for me."

"Will do." Vinny nodded.

In the midst of all the ruckus, Caboose and the others were stumbling around the Iron Arachnid's innards. Another blast from the battle outside rocked the machine.

"Whoa!" Caboose yelped, as they struggled to maintain their footing.

"Sounds like our fellow Guards are giving this thing quite the tussle." Fletcher noted, his snout still bloody from Sterling's attack.

"I would expect no less from them." Elite smiled. "But valiant as they are, I doubt they'll be able to fend off this mechanical monstrosity for long."

"Which is why we need to find a way to-" Fletcher started.

Another, stronger blast rocked the Arachnid.

"ACK!" The trio gasped as they were thrown towards a hatch, located in the northwest portion of the spider, far from the hatch they used to enter. As Fletcher and Elite's bodies collided with the door, it gave way, causing the two to tumble out of the spider. Caboose almost followed, but he managed to grab on to the ledge just in time.

"Whoaaa!" Fletcher yelped.

"I have you, Captain!" Elite spread his wings and caught Fletcher before he hit ground roughly.

"Ugh..." Fletcher groaned, as he then smiled at Elite. "Thank you for the save, sir."

"Guys!" Caboose called, having climbed back inside. "Get back in here before-"

Another blast tipped the Arachnid the other way.

"Yikes!" Caboose rolled back inside, the hatch slamming shut.

"Caboose!" Fletcher gasped, dashing to his hooves.

Caboose gave a small groan as he quickly got back up and tried to open the hatch again. "Guys!" Caboose tried kicking it open a few times, but it wouldn't budge, having been jammed from the second blast. "Oh, great..."

"We have to get back in there!" Fletcher declared. "Caboose is still inside!"

"It's too risky." Elite shook his head. "We'd be directly in the line of fire!"

"But Caboose is on his own up there!" Fletcher protested.

"Unfortunately, yes." Elite nodded. "But we cannot join him at the moment. For now, let's focus on what's happening at ground level."

"...Yes, sir." Fletcher said grudgingly.

"Take heart, Captain." Elite smiled reassuringly. "You and I both know the Lieutenant is more than capable of taking care of himself."

"Yeah, he is." Fletcher admitted, "I just hope he'll be okay..."

Inside, Caboose was on his own.

"You know what? Forget finding the engine." He declared, glancing around. "I'm gonna go have a talk with the driver..."

Meanwhile, on the other side of the spider, Solomon stormed his way through the inner workings. He kept his hooves ready to fire lightning, ready to kill on sight. He noticed one of the doors ajar, leading to a compartment where he had had the Thieves store Shade's possessions.

He quickly rushed in... only to be disappointed and angered to find a stallion that was stationed there on the floor, nursing a head wound.

"Don't tell me..." He growled.

"Sorry, sir." The stallion groaned. "Shade took back his stuff. I couldn't stop him."

"How long ago was it?" Solomon asked.

"Just a couple of minutes, I think." The stallion declared.

"Then he's close." Solomon smirked, as he then glared at the soldier. "Get back on your hooves. We're not done yet!"

"Yes, sir." The stallion nodded.

"I'm closing in on you, Shade..." Solomon smirked, as he continued his search.

Not too far away, Shade dug through his satchel, as he pulled out his twin muskets.

"Good to see you again, boys." He smiled, loading them.

Shade dug back into his satchel, and pulled out his father's necklace. For so long, he had considered it a momento of the father he had never known, a reminder of what could have been, of how he could have had a wonderful father if things had turned out differently. But the truth he had learned those past few days had shaken his opinion of his father. But after what he had just been through, he acknowledged that the hope the necklace gave him was what had gotten him through the hard times. That was what made it so special, and why it was so good to have it with him again.

 _'I'll never part with this again...'_ He thought, as he quickly tied the string and placed it around his neck.

At that moment, he heard Solomon's voice.

"Come out, come out, Shady! You can't hide!" As Solomon approached, he held up his lightning hoof at the ready, glancing around the tight corridors of the machine. "The only way off this contraption is to fly out, and my aim hadn't dulled one bit!"

 _'It won't be that easy, Solomon...'_ Shade slipped into the shadows.

Solomon prowled through the metal passageways. The noise of the spider's workings meant he couldn't hear Shade's hoofsteps, but his lightning iluminated the corridors enough for him to see. But that same light enabled Shade to see him coming, and slip around the twists and bends of the spider's inner workings. They turned and slipped around the passages, in a twisted game of cat mouse, until...

There is no point in running!" Solomon roared, his patience wearing thin. "Why don't you make this easy on both of us and accept your fate?! It is what you deserve! It is what _I_ deserve! Vengeance is something I will not be denied, so why don't you just give me what I want?!"

Suddenly, a musket bullet flew out of the shadows, hitting him in the shoulder.

"GAH! Solomon stumbled back. He leant against a wall, panting as he grasped his wounded shoulder.

"It seems you misunderstood my intentions." Shade mocked Solomon as he emerged from the shadows. "I am not running." He held up a musket. "You murdered my comrades... my friends... my family... I said I was going to kill you, and I meant it. You're gonna wish you died that day..."

Solomon laughed insanely.

"Oh, looks like you grew some stones, kid." He used his lightning to cauterize his wound. "But that changes nothing. I have grown too... and I am far more powerful than you can possibly imagine."

"We'll see about that..." Shade said boldly, holding up his other musket.

"By all means, give it your best shot." Solomon sneered.

"Bad choice of words." Shade fired his muskets.

Solomon, showing uncanny speed, dodged both projectiles. He then produced a spear of lightning between his hooves.

"That's new..." Shade frowned.

"You'd be surprised what I've learned since you last saw me!" Solomon sneered, throwing more spears.

Shade threw himself to the side, trying to dodge the spears.

"That's it!" Solomon sneered. "Run, you cowardly little fool!"

Shade narrowly avoided another lightning spear... unfortunately, as it passed near one of his muskets, the gunpowder within instantly ignited and exploded out of Shade's hoof.

"Gah!" Shade shook his burnt hoof.

"What's the matter, boy?" Solomon spat. "Need your mommy to kiss your boo-boo?"

"Don't you dare bring my mother into this!" Shade spat.

"Or what?" Solomon threw another bolt. "It's not like you can stop me!"

"It's always you and your lightning magic..." Shade scowled. "What's the matter? Afraid to fight like a stallion? Gotta hide behind your freaky powers?"

"I hide behind nothing and nopony." Solomon boasted.

"Oh, yeah?" Shade sneered. "What about the Fifty Thieves? Your 'Forefathers'? This spider?"

"Nothing but crutches." Solomon shrugged. "At the end of the day, I can only rely on myself."

"Yet you used everypony you ever met." Shade glared. "That 'Sterling' guy really had you pegged. You're a disgrace of a stallion. A monster who only cares about himself."

"I care about righting the wrongs caused by the nobility!" Solomon spat. "I will make all the nobles in this town pay for shunning me! Every last one of them!"

"Now that's just sad." Shade shook his head.

"Don't you dare make light of me, boy!" Solomon roared, as he then fired another bolt of lightning from his hoof, zapping (and destroying) Shade's other musket.

"Grr..." Shade growled, as he then glared at Solomon. "Hoof-to-hoof it is."

"Come get some..." Solomon snarled.

The two collided in battle, exchanging furious blows. To Shade's surprise, Solomon was far stronger than he was before.

"Not so easy this time, is it, boy?!" Solomon spat, as he punched Shade in the face. "Or maybe you've just been getting complacent. No real competition any more?"

"Guess again!" Shade kicked him hard.

Solomon staggered back, a trickle of blood running down his lip.

"...Just one more indignity for me to avenge." He sneered.

The clash continued. Both stallions launched punishing blows.

"Yah!" Shade kicked Solomon in the side.

"You always had a decent kick." Solomon admitted. "But so did I!" He kicked Shade back, harder.

"Ugh!" Shade grunted. "That the best you've got, old timer?" He punched Solomon, knocking him back.

"You haven't seen my best yet..." Solomon leapt back into the fray.

Despite Shade's best efforts, Solomon had indeed grown much stronger since their last fight those fifteen years ago, easily dominating the battle.

"This is even better than I imagined!" Solomon struck Shade with a haymaker. "I've dreamt of this moment for years, but even in my wildest dreams, I never thought it would feel this good!" He kicked Shade in the side.

"Don't count me out yet..." Shade groaned. He struck Solomon with a right cross.

"Not bad." Solomon smirked. "But not good enough!"

Solomon struck Shade repeatedly, his blows going too fast and hard for the young stallion to defend himself.

"Ha!" Solomon kicked him hard, knocking him to the floor.

"Urrr..." Shade groaned, one of his ribs broken.

"That was fun." Solomon declared, charging up another lightning spear. "Alas, all good things must come to an end..."

Suddenly, a white blur rammed into Solomon, sending him flying.

"Oof!" Solomon grunted, as he slammed into the metal wall, as he slumped to the floor.

"What the...?" Shade looked up to see Shine standing before him. "You? How did-"

"I found this jammed hatch and I was able to force my way in." Shine declared. "As soon as I got in, I heard the commotion and found you and this guy. Guess you managed to slip away yourself."

"Yeah, I was doing just fine by myself, thanks." Shade growled.

"I could tell." Shine said sarcastically.

"...I guess I owe you one, though..." Shade made to stand up, but his injuries were worse than he thought. "Ahh!"

"Don't you worry, Shade, I'm gonna get you out of here." Shine supported Shade as they made to leave. "Come on!"

Solomon got to his hooves, his anger pushed to the very limit. The last vestiges of his sanity snapped.

"RAAAAARRRRGGGGHHHH!" He screeched.

Meanwhile, Caboose managed to crawl through a hole punched by a cannon blast, and emerged onto the control platform.

"Surprise!" He yelled.

"What the-?" Loveless swerved his chair.

"So you're the guy in the driver's sea-ah..." Caboose froze, taking note of Loveless condition.

"...What?" Loveless frowned.

"Um, oh, this is awkward..." Caboose murmured.

"What is awkward?" Loveless glared.

"I didn't think you would be..." Caboose gestured to his wheelchair... and his lack of a backside.

"Does my physical appearance disturb you?" Loveless asked.

"Kinda." Caboose shrugged. "I mean, how do you pee? Or poop?"

"I rather not say." Loveless grunted.

"How about how it is that you're still alive?" Caboose frowned. "I mean, what happened to you?"

"...Let's just say that I was not very fortunate in my life." Loveless sighed, as he mentally switched the spider into autopilot. "Now, judging by your attire, I'm guessing you're one of the ponies Sterling was talking about... the 'intruders'?"

"By Sterling, you mean that jerk who sucker punched my friend, then yeah." Caboose frowned.

"I was afraid of that." Loveless sighed. "Well, as much as I don't like this plan anymore, I can't simply let you stop us. Solomon would not be happy. If you want to stop this machine, you will have go through me."

"Look, I don't really wanna fight a guy in a wheelchair." Caboose admitted. "Just ain't right, y'know?"

"Admirable." Loveless smirked, as a barrel unfolded from the side of his chair. "But I don't care for being 'pitied'."

The barrel fired. Caboose was barely able to dodge in time.

"Whoa!" He ducked, then drew his crossbow, firing a bolt right into the barrel, plugging it up. "Nice trick, but you really don't want to fight me."

"You don't either, but I must." Loveless shook his head as he pressed a button.

There was a whirring sound, as eight mechanical legs emerged from the side of the chair. They lifted Loveless up, so he towered over Caboose.

"Yikes." Caboose gulped. "...Wait, how did those all fit in there?"

"Let's just say I'm good at packing a lot of things into small spaces." Loveless shrugged, before adopting a fierce glare. "But enough talk. Have at you!"

Using his inner Earth pony magic, he was able to operate his legs, as one of them lunged forward and snapped the crossbow from Caboose's hoof.

"Yikes!" Caboose gasped.

Another leg then slammed Caboose across the platform.

"Ow..." Caboose cringed. "Last time I take it easy on an invalid..."

"Time to kick up my heels." Loveless declared. "All eight of them..."

At the same time, Shine and Shade managed to climb to the top of the machine.

"Okay, Shine, what's the plan?" Shade asked.

"We need to get out of here, fast." Shine replied.

"Buck that." Shade snorted. "I'm not leaving until I kill that slimeball Solomon."

"Are you kidding me?" Shine frowned. "Did you see that stallion? He is too powerful for you!"

"I don't care!" Shade retorted. "He... he murdered them... he murdered my friends! Daggers, Knots, Girth, and the others... they're gone... they're all gone!"

"I know it must hurt." Shine declared. "But killing Solomon won't bring them back."

"I know, but it doesn't matter." Shade growled. "I need to finish this. You can leave if you want, but I'm staying here!"

"Shade, I won't leave you to fight him!" Shine insisted. "I already lost Black! I won't lose you too!"

"Oh, so now you don't want to lose me?" Shade scoffed. "Not so long ago, you couldn't wait to get rid of me!"

"I know." Shine nodded. "I was just angry that day. I thought the worst of you. But then your mother came..."

"Mom?" Shade gasped. "Wait? She's here?"

"She came to the castle, asking me to find you." Shine declared. "She's worried sick about you. It reminded me of how much family cares for each other. And we are family, no matter what."

"Shine..." Shade mumbled.

"And I made a promise to your mother." Shine continued. "I promised I would bring you back to her. Please don't make me break that promise."

Shade mulled it over, his need for vengeance contrasting with his devotion to his mother.

"...Okay..." Shade murmured. "Let's go."

"With pleasure." Shine smiled.

Suddenly, the clouds above grew dark... as huge powerful lightning bolts blasted through the roof of the machine. Both Shine and Shade watched in horror, as Solomon, his body coated in lightning, climbed out, and glared at the two with utmost hate.

On the ground below, and the sky above, both the Guards and the Wonderbolts could see Solomon's glowing form.

"What the buck is going on?" Fleetfoot frowned.

"RAAAAARRRRGGGGHHHH!" Solomon roared, thrusting his hooves downwards.

Bursts of lightning emerged from the clouds above.

"Evasive maneuvers!" Spitfire yelped.

The Wonderbolts did their best, but the lightning was downing them left and right. On the ground, the Guards were having the same problem.

"Look out!" One yelped, diving away as a bolt hit his cannon, causing it to explode.

On the outskirts of Canterlot, Sterling was still running. The flashes of lightning caught his eye, and he turned to look.

"Solomon, you reckless fool..." He frowned. "Wait, all that lightning, and Loveless on that unprotected platform..." His face set in determination.

Sterling rushed back into Canterlot, as fast as he could.

Back on the spider, Shine and Shade looked on in horror at what Solomon had become.

"Solomon..." Shade whispered.

"You should have just died, Shade." Solomon snarled, his voice taking on a much darker tone. "Even if I have to bring down the wrath of Faust upon you... I will not rest until you are DEAD!"

"You'll have to go through me first." Shine said boldly.

"You would do well to stay out of this, Prince Shine." Solomon growled.

"Can't do that, I'm afraid." Shine declared. "Shade is family, and I always stand up for family."

"Then you'll die with your family!" Solomon roared, his lightning sparking worse than ever.

"Nice light show." Shade declared, trying to ignore the pain in his side. "What are you trying to do, blind us?"

"Always so cocky." Solomon sneered. "You know, you remind me a lot of your father... Black Knight Paladin..."

"Wait, you knew Black?!" Shine gasped.

"You did say you knew him..." Shade glared. "And I would like to know how!"

"Oh, let's just say that the Forefathers and him are very well acquainted..." Solomon chuckled darkly.

"Forefathers?" Shine asked.

"That is who we are." Solomon sneered, "In fact, you might have met two of them... does an Umbrum and a snot-nosed Prince ring any bells?"

"Wait..." Shine's eyes widened. "You mean... Nalik and Black Thorn were both working for you..."

"Oh, yes." Solomon nodded. "Though they clearly weren't worthy to fulfill our grand vision..."

"And what is this 'grand vision', anyway?" Shade groaned.

"To ensure that ponies rule themselves, rather than being ruled over by those arrogant Alicorns." Solomon sneered.

"So, are you saying that Black was in league with the Forefathers?" Shine gasped.

"Oh, dad..." Shade hung his head. "Seriously?"

"Heh-heh-heh..." Solomon snickered.

"What?" Shine asked. "What's so funny?"

"Ha-ha-ha-ha!" Solomon guffawed.

"What's the joke?" Shade demanded.

"HA-HA-HA-HA-HA!" Solomon laughed madly. ""HA-HA-HA-HA-HA!"

"I'm really not getting the humor here..." Shine declared.

"He's lost it." Shade growled.

"Black Knight? Working with us? The Forefathers? As if!" Solomon laughed... which soon turned to a snarl. "All Black meant to us was a stallion who'd been been getting in our way for the longest time!"

"...He was?" Shine gasped.

"You have no idea." Solomon spat. "No clue just what kind of stallion Black was. How infuriatingly meddlesome he could be... Always sticking his nose where it didn't belong..."

Shade and Shine were unsure if they could believe what they were hearing.

 _'My dad... fought these slimeballs?'_ Shade thought.

 _'Black, did you really...?'_ Shine thought hopefully.

"But now that he's dead, I and my brethren are free to change Equestria any way we see fit." Solomon smirked.

"That's not gonna happen." Shade snarled.

"As if you could stop it." Solomon growled.

"Just wait and see, Solomon." Shine declared. "Before this day is out, you'll be going down."

"Bring it." Solomon spat.

"Consider it brought!" Shade declared, as they charged at him.

"Yahhh!" Solomon summoned another massive bolt of lightning.

Shine dodged the bolt, but it clipped Shade, scorching his wings.

"Ahhh!" Shade yelped.

"Good." Solomon smirked. "Don't want you flying away!"

"You'll pay for that!" Shine dodged another bolt and kicked Solomon hard.

"Why, you..." Solomon spat.

Recovering, Shade raced over and punched Solomon hard in the chin.

"Don't forget about me!" He smirked.

"You think ganging up on me will help you?" Solomon snarled. "Think again!"

Solomon called down another huge bolt of lightning.

"Move!" Shine yelled, as he and Shade leapt to the side.

The bolt struck a pipeline, and traveled up to the control platform. Unbeknownst to the struggling Caboose and Loveless, who were locked in struggle, Caboose straining against two of Loveless' legs, the bolt short-circuited the auto-pilot, causing the spider to move in a straight line toward the castle.

Down on the ground, Ricochet was still causing havoc by shooting up the streets, and killing (or injuring) the guards that tried to stop him.

"Now this is a party!" Ricochet cackled.

"Cease and desist!" One Guard yelled.

Riocochet tilted his crossbow as he fired, causing it to curve as it fired, nailing the Guard in the side of his neck.

"Bullseye!" Ricochet whooped, as the Guard collapsed.

More Guards charged, but Ricochet, displaying superior marksponyship, downed them all, firing his crossbow as he leapt and cartwheeled. For the last one, he banked the bolt off a lamppost, catching the Guard in the eye.

"Okay, that's enough fun." He smirked. "Time to get serious..."

Prowling the streets, Ricochet came across a group of ponies hiding in a furniture store. among the ponies were Dove, Fancypants, and Upper Crust, who was tended to her wounded husband.

"Sweet." He grinned as he approached the store.

"You think that thing's still out there?" Dove asked.

"Why don't you go check?" Upper Crust sneered.

"Really, Upper Crust?" Fancypants scowled.

"Better her than me." Upper Crust spat

Suddenly, Ricochet burst into the store.

"Okay folks, put 'em up!" He yelled, pointing his crossbows at them. "We're gonna take a little trip, ya feel me?"

"No, please!" Upper Crust pleaded. "My husband is hurt!"

"He'll be a lot worse than that soon." Ricochet sniggered.

"You won't get away with this!" Dove yelled.

"Sure I will. I have two loaded crossbows and I am HAMMERED!" Ricochet grinned. "Now, everypony on your feet. It's way too nice a day to spend indoors!"

"But my husband, he's hurt, and-" Upper Crust started, Jet Set too shellshocked to speak at that point.

"Don't care." Ricochet sneered. "You're all goin' outside, or else."

"Now see here!" Fancypants stood firm. "We will not be bullied by-"

Ricochet struck Fancypants in the face with one of his crossbows. As Fancypants stumbled back, he pointed the other one at his face.

"Outside. Now." Ricochet spat.

Ricochet forced his captives into the main square, where the spider's path was set to take it.

"And now we wait." Ricochet smirked. "That big spider's gonna come and make ya all go boom soon enough!"

"You can't do this!" Fancypants yelled.

"Wanna bet?" Ricochet smirked. "In about a minute, they're going to come in, take aim, and blow you all to kingdom come!"

"No, please!" Upper Crust pleaded.

"Don't!" Dove urged.

"Shut it!" Ricochet roared, waving his crossbows around them.

The spider walked towards them.

"Ah, right on time!" Ricochet smiled, as he backed away, his crossbows pointed at the nobles to keep them from running. He yelled to the machine. "THEY'RE ALL YOURS, GUYS! BLOW 'EM UP!"

However, instead of stopping, the spider just walked over them, heading straight to the castle.

"What the?!" Ricochet gaped, as he ran after the spider. "Hey! Guys! Remember the plan? I round 'em up, you waste 'em? What's going on up there?!" He screamed up at the spider. "YOU HEARIN' ME?!"

Up on the spider, Solomon continued his assault on Shine and Shade.

"Ha!" Loveless kicked Caboose back. "Take take that, buffoon!"

"Lucky kick..." Caboose groaned. "Just like the last four..."

A squadron of Guards arrived on the scene.

"Step away from the civillians!" One Guard yelled. "You're under arrest!"

"Ah, crap!" Ricochet groaned. "Guess I'll have to go with Plan B!" He then pointed his crossbows at the group. "Okay! I need a hostage! Any volunteers?" He turned to Upper Crust. "How about you?"

"No, take her!" Upper Crust pushed Dove forward.

"Oh, thanks a lot!" Dove glared.

"Heh, yeah, hot chicks make better hostages!" Ricochet smirked as he grabbed Dove.

"Are you saying I'm not hot?" Upper Crust frowned, insulted.

"Like ice cream, ya old bag." Ricochet spat.

"Let me go!" Dove struggled.

"Listen up, armored killjoys!" Ricochet declared. "The name's Ricochet! I also go by Rico, Chet, Ricky, and of course... shooty shooty pain guy! The point is, if any of you come any closer, I pump this babe full of bolts!" He pointed a crossbow at Dove.

Call Duty and Dull Blade were nearby, still waiting in the carriage.

"This is not how I saw my day going." Call snorted.

At that point, they heard Ricochet's threat.

"If any of you come any closer, I pump this babe full of bolts!"

"I think it came from over there!" Dull pointed.

They peered around a corner, and witnessed the scene in full effect.

"A hostage situation?" Call frowned. "Not if I can help it." He grabbed his crossbow. "Time to step up!"

"But we were given orders to stay by the carriage!" Dull insisted. "By three superior officers!"

"No way." Call growled, "I'm a Royal Guard. I fight for my country. You can sit on your worthless flank all you like, but I have a job to do!"

"You mean 'we'." Dull frowned, as he held up his own crossbow. "As much as I don't like going against orders, I can't let you go at it alone."

"Well, with your skills, I may as well be going it alone." Call snorted. "But I suppose I can't afford to be choosy right now..."

"Thanks a lot." Dull said indignantly. "The truth always hurts..."

"Grab the special crossbow." Call ordered. "We might need it."

"Yeah, sure." Dull pulled a sniper-model crossbow out of the carriage.

The two of them slipped away as Ricochet continued his threats.

"Okay, what are your demands?" One Guard asked.

"Simple, really." Ricochet declared. "Either those lame-o royals step down, or abdicate, or whatever the buck you call it, in the next hour, or I start plugging these fat cats one by one!"

"Really?" Another Guard frowned. "That's ridiculous. The royals will never abdicate, least of all because of a lunatic like you!"

"Too bad!" Ricochet glared. "This is the only backup plan we could come up with! Either you take a page from Shire LaBuff and 'just do it!' or I'll go Equestrian Sniper on all their butts! Even yours!"

Call and Dull made their way around the edge of the square.

"This way!" Call pointed to a nearby building. "We'll have a better shot from above!"

"If you say so..." Dull followed reluctantly.

They climbed up to the roof.

"Okay, set that thing up, fast!" Call ordered.

"Look, there they are!" Dull pointed, as he set up the long sniper crossbow. "Man, that pony is nuts!"

"Well, let's put the poor bucker out of his misery!" Call sneered. "Dull, since you have accomplished nothing in your pitiful career, you get to take the winning shot."

"Gee, thanks." Dull frowned, as he gazed through the scope. He tried to get a good shot, but Ricochet was holding Dove directly in front of him.

"You bucketheaded stooges think you're so smart." Ricochet sneered. "But I'm smarter! You're gonna have to shoot through this cutie to get to me! Go ahead, try it! See how your precious royals like that!"

"Ugh, it's no good." Dull shook his head as he pulled from the sight. "I can't get a good shot. He's holding that poor hostage too closely!"

"Dammit!" Call cursed. "Blasted, cowardly rat!"

"What do we do, Sargeant?" Dull asked, "That madpony is going to kill her if we don't do something and fast."

"Well, I do have one idea that might work." Call declared. "You ever seen that one _Die Herd_ movie?"

"Which one?" Call asked. "The good one, the okay one, the meh one, the almost good as the first one, or the horribly crappy one?"

"...The one where John McClydesdale shoots the punk through his own shoulder." Call groaned. "The point is... we shoot him..." He points to Dove. "Through her..."

"What?!" Dull yelped. "Are you crazy?! She's an innocent bystander!"

"Come on, she'll be fine!" Call rolled his eyes. "You think John would had done it if he thought he might die?"

"But that was him doing it to himself!" Dull glared. "And besides, those movies aren't really realistic when it comes to surviving! I mean, I could point out several times John should had die!"

"Look, we are wasting time!" Call glared back. "Are you not aware of how dire the situation is becoming? If we don't something now, somepony will surely die!"

"But I can't risk it!" Dull retorted. "What if I pierce one of her vital organs? What if the bolt doesn't go all the way through and we end up killing her for nothing? There is too much at stake here!"

"Don't be a bucking pansy, rookie!" Call snarled. "Is one life really worth the lives of an entire city?"

"But we're Royal Guards..." Dull said weakly. "We need to protect the innocent, not harm them."

"Oh, for Faust's sake..." Call snarled, as he then shoved Dull aside, as he took his place aiming the crossbow. "Let me show you how true heroes get it done!"

"Call, don't-" Dull started, before Call kicked him down.

"Back off, wimp..." Call growled. "I am about to save dozens of lives here."

Call tilted the crossbow, taking aim at Dove's shoulder, cutting it close to her chest, with intent of hitting Ricochet's heart right through it. Dull looked on in impotent horror, nearly ready to accept the fact that Call might be right... but then, the words Shade had told him entered his mind.

 _"Just hang onto that 'determination' and one day, when it comes down to it, you will be a hero, just like the others."_

 _'You're right, Shade.'_ Dull thought. _'Time to be a hero...'_

"I'm sorry, lady..." Call apologized with a shrug. "But do know that you weren't injured in vain..." With that said, he was about to squeeze the trigger..

At that moment, Dull rammed into Call, throwing off his aim. The crossbow bolt flew wild, going right through the gap inbetween Ricochet and Dove's heads, and embedded into a lampost, scaring everypony.

"Ah!" Dove gasped.

"What the-?" Ricochet growled. "Did some hater just try to snipe me?" He then glared at the roof where the shot came from. "Oh, that is so not cool, bro!"

"You motherbucker!" Call snarled, as he grabbed Dull, ready to slug him. "Why, I oughta..."

"Look out!" Dull pulled him down, as a flurry of crossbow bolts began firing upon them.

"That's it, hide!" Ricochet chuckled, as he pushed Dove aside, firing and reloading his crossbows constantly, pulling the bolts from attached quivers. "You armored narcs can't stop me!"

"That's what you think!" One Guard yelled as they charged.

"That's what I know!" Ricochet fired at an awning above the Guards. The bolt severed it, causing it to fall on them. As they struggled, Ricochet fired another bolt, bringing down a signpost, which pinned the Guards down.

"Well, since you epicly failed to snipe me, I get to waste this chick here!" Ricochet pointed a crossbow at Dove. "Really hate to put a bolt between your eyes, babe, but I gotta make a statement."

Suddenly, a powerful force rammed into Ricochet, sending him flying. It was Fletcher.

"Not today, I'm afraid." Fletcher declared.

"Fletcher!" Dove smiled.

"So you're Fletcher's wife." Elite smiled, as he joined the scene. "Elite Everest, nice to meet you. Now, if you and the others would make yourselves scarce, your husband and I have a criminal to take down."

"Okay, you two be careful!" Dove nodded, the other following her.

"Forget them, worry about us!" Upper Crust snorted, helping her husband to run.

"Such graciousness..." Fancypants shook his head.

"Oh, dammit!" Ricochet groaned as he shoved Fletcher back. "Why you stiffs have to cramp my style?! What, just cuz ya got no lives of yer own outta those tin cans, ya gotta mess with mine?"

"Don't test me!" Fletcher growled, as he pulled out his bow (which was since repaired from his bout with Shade), ready to take aim. "Anypony who threatens my wife has surely grown tired of roaming free."

"That was your wife?" Ricochet cringed, "Ooh, I feel sorry for her. Her hoo-hah must be filled with cobwebs."

"Don't you dare talk her about her like that!" Fletcher roared. "You won't like the consequences!"

"Ooh, lookie here, we got ourselves a bad-flank!" Ricochet scoffed, dripping with sarcasm. "What would you be, Generic Royal Guard #237960? What's so special about you?"

"Well this bad-flank got backup." Elite joined him, flicking his hoof-machete out. "We will give you one chance to surrender. Choose your next words wisely."

"Oh, I already have." Ricochet smirked as he pulled up his crossbows and spread his wings. "360 NO SCOPE, BEYOTCH!"

Ricochet flapped into the air, firing barrage of bolts at the two, as they dove for cover.

"That's it, run!" Ricochet taunted. "You narcs in yer metal pajamas ain't so tough!"

"What do you think, Captain?" Elite asked.

"How about an alpha-niner maneuver?" Fletcher suggested.

"Gladly." Elite nodded.

Elite took to the sky.

"How's your aim, you lunatic?" He taunted Ricochet.

"Better than your quips, old timer!" Ricochet fired after him.

While Ricochet's attention was occupied, Fletcher sneaked around the debris.

"Lemme show ya why they call me 'Ricochet'!" Ricochet yelled. He fired a bolt at a drainpipe. It bounced off and headed towards Elite, who dodged just in time.

"You'll have to do better than that." Elite taunted him.

"Oh, I will!" Ricochet took to the skies also. "You're dead!"

"Not just yet!" Elite countered.

Elite flew over the buildings, Ricochet on his tail. He fired some bolts of his own, but Ricochet dodged them just as easily.

"Nice shot, old timer." Ricochet sneered. "Now let me show ya how it's supposed to be done!"

Ricochet increased his firing. Elite could barely stay ahead. Then, Ricochet realised another curve shot...

"Gotcha!" Ricochet smirked, as the bolt clipped one of Elite's wings.

"Ahh!" Elite dropped to the floor with a thud. "Oh... gonna feel that in the morning..."

"Not so cocky now, are ya, ya old fossil?" Ricochet sneered. "Ain't nopony gonna bring this guy down!"

"How about this?!"

"Eh?" Ricochet turned, only to take a arrow... to one of his wings. "AUGH! MOTHERBUCKER!"

The pain was so intense that he spiraled downwards, dropping his crossbows, clutching the arrow in his wing, landing without any grace.

"Erk... why do they always go for the wings?" Ricochet whimpered, as he quickly snapped the arrow out of his wing. He realised he wouldn't be flying anytime soon. He then glared around, looking for Fletcher. "Where are you-"

"Yahhh!" Fletcher yelled, as he then blindsided him.

"Gah..." Ricochet groaned, clutching his still hurting wing, as he struggled to his hooves. "Right on my bad side..."

"Stand down!" Fletcher ordered. "Or we will use excessive force!"

"How about no?" Ricochet sneered. "I may have a hurt wing, but I'm not some pansy!" He then gave a taunt with his hoof. "Come at me, bro!"

"As you wish!" Fletcher charged at Ricochet.

"Yer mine!" Ricochet spat, throwing a blow.

Fletcher ducked, then kicked Ricochet in the face.

"Oh, now yer gonna get it!" Riccochet headbutted Fletcher.

"I should have expected such cheap tactics..." Fletcher growled.

As Fletcher swung a left hook, Ricochet dodged, and punched him in the face.

"You're just like grampa over there." Ricochet spat.

"I'll take that as a compliment." Fletcher declared.

"Please do!" Elite joined in the fight (retracting his machete), kicking Ricochet.

"Ah!" Ricochet growled. "Okay, bring it!"

The three battled fiercely.

Even without his crossbows, Ricochet was a fierce fighter. He parried and blocked both Fletcher and Elite's attacks with ease.

"Mind givin' me a boost?" He hopped on Fletcher's back, and kicking Elite. "Thanks!" He kneed Fletcher away.

"No problem!" Fletcher punched him.

"Take this!" Elite kicked Ricochet.

Ricochet leapt away from both of them, barely phased.

"Is this the best you've got? I'm barely breakin' a sweat!" He boasted.

"Maneuver beta-six!" Elite declared.

"You read my mind, sir!" Fletcher nodded.

Elite grabbed Fletcher, and with a single circular swing, threw him at Ricochet. Fletcher kicked his foe hard, knocking him into the wreckage of a store.

"Ugh!" Ricochet groaned, as he slammed into a support beam, cracking it. "That all you got? 'Cuz I-"

Ricochet's boast was cut short as the building collapsed on him.

"Do you think he's...?" Fletcher asked.

"Perhaps." Elite declared. "But for now, we must focus on our more immediate problems."

"Yes, sir." Fletcher nodded.

As the spider continued its trek, the battles continued.

"Eat this!" Caboose fired a beam of magic at Loveless.

The legs of Loveless' chair dropped down with uncanny speed.

"Whoa." Caboose gulped. "Well, try this!"

Caboose dived at Loveless, who dodged with uncanny speed.

"Too slow!" Loveless thumped Caboose in the face.

"Ugh!" Caboose grunted. "That's it..."

Caboose punched Loveless back, causing him to spin around on his platform.

"My turn." Loveless kicked Caboose.

"Yeowch!" Caboose dropped to the floor. As he tried to get up, another leg stomped on his hoof. "Ah!"

"I do like a good dance!" Loveless frowned, as he stomped on Caboose repeatedly. "I also prefer that you give up! If I wanted it, you would be dead already!"

"Oh, I feel flattered..." Caboose groaned, knowing he didn't have long before he slipped into unconsciousness. Suddenly, he noticed a cable on the leg that was pinning him. "...Here goes nothing..." With a weak bolt of magic, he severed the cable. An orange fluid sprayed everywhere.

"What the? Loveless noticed the liquid. "What did you just cut?" He then noticed the leg pinning Caboose beginning to grow limp. "Ah, buck, you severed my hydraulics!"

"Forget hydrau-lics. I'm gonna give you some of my own 'licks'!" Caboose barked, as he then shoved the weak leg off of him, throwing Loveless back.

Loveless panicked as his chair hit the control panel, as the excessive loss of the hydraulic fluid had caused all his other legs to give out, as his chair dropped to the ground.

"Well, looks like you don't have a leg to stand on." Caboose smirked.

"Um... you wouldn't hurt a poor, defenseless cripple, would you?" Loveless gave a nervous smirk.

"Oh ho, you are not pulling that card with me, bub!" Caboose sneered, as he cracked his hooves. "You just about sucked out all the pity I have for wheelchair ponies..."

"...Okay, in that case..." Loveless sighed... as he then suddenly headbutted Caboose in the face.

"Oh!" Caboose groaned, rubbing his snout. "But-"

"You think that I relied only on fancy gadgets to get where I am today?" Loveless taunted. "All my life, I've fought and struggled for survival in this cruel, cruel world, and I won't be bullied by some whackjob!"

"Now you're really asking for it!" Caboose yelled.

"And I'll take it!" Loveless' chair detached from it's wheels, and he lunged for Caboose's ear, biting it hard.

"Ow-ow-ow-ow-ow!" Caboose yelped. "Leggo!"

At the same time, the three way battle between Shine, Shade and Solomon continued. Solomon continued calling down bolts of lightning, but Shine and Shade were too nimble to hit.

"That trick's getting real old, Solomon." Shade taunted. "If you've got a plan B, now's the time to use it."

"Or you could just give up." Shine declared.

Solomon growled as he panted heavily. All those powerful bolts of lightning he casted down took a lot out of him... but he refused to give up.

"Never!" He roared, charging at Shine.

Solomon threw a punch at Shine, but he ducked, and Shade punched over his head, striking Solomon. As Solomon reeled back, Shine shoulder charged him, knocking him back.

"It'll take a lot more than what you two have to beat me..." Solomon snarled.

"Lucky for you, we've got plenty more!" Shade smirked.

The spider began to approach the front of the castle.

"Oh buck, that thing's coming our way!" Blueblood yelped. "We should evacuate!"

"Stand your ground." Celestia declared.

"Yes." Luna nodded. "We shall not be intimidated."

"Speak for yourselves!" Blueblood yelped.

"We can still take cover in the lower levels." Gothic declared.

"Of course." Luna nodded. "We are not stupid."

Meanwhile, Loveless continued biting on Caboose's ear, holding on with all his might.

"Get off!" Caboose threw him off.

"I'm not done yet, you foul-" Loveless started.

"...Hold on, time out!" Caboose called suddenly.

"What?" Loveless scowled.

"Who's driving this thing?" Caboose asked.

"You maroon, the auto-pil-" Loveless gestured to the control panel... only to notice that it was currently smoking, burnt from the short-circuiting... and that they were about to climb up a wall. "Aw, crap!"

One of the spider's legs clamped itself on the castle wall, followed by another. Its main body slowly started tilting upwards.

"Whoa!" Caboose fell onto Loveless.

"Get off!" Loveless yelled.

"I would if I coooouuuld!" Caboose yelped, as they started tumbling down the platform and onto the rest of the spider.

Of course, the change in direction affected the passengers.

"WHAT THE BUCK?! WHO'S DRIVING THIS THING?!" Solomon roared, as he struggled to retain his balance.

"AAARRRRRGGGGHHHH!" Caboose and Loveless screamed in unison as they fell past them.

"Was that...?" Shine gaped.

"I'm afraid we have bigger problems now." Shine frowned.

"Indeed you do." Solomon spat. "I'm going to finish this, even if it kills me..."

Down in the belly, Silas and Lunard had just regained consciousness...

"Can't believe that old horse beat me..." Lunard growled.

"I can't believe that clown made such a fool out of me!" Silas whined.

"Shut it, ya- whoa!" Lunard yelped, as the gravity tipped them back.

They, along with the other workers, tumbled out of the spider. The Pegasi managed to fly away, and others managed to grab the legs, and safely disembark. Others still were not so lucky, and hit the ground in piles of broken bones.

"Help me!" Silas screeched, holding on to Lunard for dear life. "I'm too important to die!"

"Then quit squeezing so hard!" Lunard groaned. "I can barely stay aloft as it is!"

At that point, Loveless' wheelchair slid down the spider.

"That's not good." Silas frowned. "Poor Loveless..."

"Forget him." Lunard started flying away. "I'm not carrying that chair too..."

Meanwhile, Shine and Shade's struggle continued.

"I'll kill you both!" Solomon roared.

"Seriously?" Shade frowned. "You're not at all bothered by the tilting?"

"Die!" Solomon charged.

"That's a 'no'." Shine declared.

Solomon lunged for both Shine and Shade. As they struggled the tilt sent them all tumbling backwards.

"Ahhhh!" They cried together.

Fortunately, their fall was broken by one of the spider's gun batteries, which comprised of a large expanse of metal on its side (now its front), perfectly adequate to move around on, but not so adequate for a soft landing.

"Oh..." Shine groaned, as he and Shade got to their hooves.

"This is just not my day..." Shade moaned.

"Well, it looks like fate itself wants me to finish this." Solomon sneered, as he was able to muster some charge into his hooves.

"Or me." Shade shot back.

"If that's the way you want it, then I suppose there's no choice." Shine declared. "Let's go."

"Yahhh!" Solomon tackled them both, but, in unison, they kicked him back.

"Time you finally got what was coming to you!" Shade punched him.

"And then some!" Shine added, adding a punch of his own.

"We'll see about that..." Solomon spat, steadying himself.

The fight continued, but by then, Solomon was showing serious signs of fatigue. Together, Shine and Shade were too much for him. For every blow he landed, they nailed him with two more.

"This can't be happening to me." He groaned. "Not again..."

"It can, and it is!" Shade knocked Solomon down with a solid punch.

"Arr..." Solomon struggled to get up, but Shade pushed him down with his hoof.

"Solomon..." Shade panted, as he then glared upon the ruined landscape of Canterlot, as the spider continued its slow crawl upwards, and then back at him. "I made a mistake in not finishing you off myself that day... because of me, so many ponies suffered today... but no more..."

Shade then picked up a shard of metal that was broken off from the cannon fire, and held it to his throat, "Now, I am going to end this. No more ponies will suffer at your hoof."

"Shade, don't!" Shine urged. "He's beaten. It's over!"

"Not yet, it's not." Shade spat. "Out of all the mistakes I've made, letting him live was the biggest! How many ponies has he killed today? How many did he kill since he joined up with these 'Forefathers'?"

"I never kept count." Solomon scoffed in spite of himself.

"SHUT UP!" Shade pressed the shard deeper into this throat, drawing a bit of blood, "It is high time that somepony else get their revenge for a change."

"Shade... you know this isn't you." Shine insisted. "You don't kill. You didn't allow the Thieves to kill, so how do you think it'll look when you kill for them?"

"Does it matter?" Shade glared, his eyes growing misty. "They're all dead or incarcerated! And besides, if I don't do this, he will just kill again! This is the only good thing I can do right now for everypony?"

"Really?" Shine asked. "What will your mother think about you becoming a murderer?"

Shade didn't bother to face him.

"I know how highly she thinks of you." Shine declared. "And I know you've always wanted to do right by her. And I also know you'd never want to disappoint her."

"It's too late for that. I already disappointed her by becoming a thief." Shade gave a whimper. "All I've done these past few days is disappoint somepony! Her, you, the Guards, the Thieves... I just wanted to do the right thing, but I can't!"

"Of course you can." Shine nodded. "You just have to believe in yourself. Believe that you're doing the right thing."

"Like my dad?" Shade sniffed.

"Black had... issues, but he meant well." Shine declared. "And he didn't have anypony looking out for him, like you do. I'll always be there to look out for you Shade, if you'll let me. Not that you'll need me to keep too close an eye on you. You have a good heart. I know it, and your mother knows it."

"You really think so?" Shade smiled.

"I know so." Shine nodded. "Besides, that scum isn't worth it. Better he rot in jail than in the ground, right?"

"...Okay, we'll do it your way." Shade said, tearry-eyed.

With a silent sob, he chucked the metal shard aside and off the machine.

"Thanks, Shine." Shade smiled. "For believing in me. Maybe it's time I did the same."

"That's the spirit." Shine grinned.

"You foolish boy. You never learn..." Solomon chuckled. "Mercy is for the weak!"

Suddenly, Solomon darted upwards and tackled Shade, and they both fell off the battery.

"No!" Shine flew down after them.

"Die, Shade!" Solomon screeched, punching Shade as they entered free-fall.

"Get... off... me!" Shade shoved Solomon away from him.

"Grahhhh!" Solomon screamed in anger as he veered away.

"At least I can die in peace..." Shade sighed.

"Not today!" Shine swooped down and saved Shade.

"AHHHHH!" Solomon screamed, as he landed in the castle's swan pond.

With a spread of his giant wings, Shine slowly landed himself and Shade safely on the ground.

"Guess that's another one I owe you." Shade smiled.

"But who's counting?" Shine grinned.

"Shine!"

"Shade!"

As the two turned, they saw Celestia, Belle, the royals, Fletcher, Elite and several Guards rushing over.

"I was so worried!" Celestia hugged Shine.

"It's okay, Cherryblossom." Shine smiled. "I'm okay..."

"Dad..." Miracle sighed, joining the hug.

"Oh, Shade!" Belle hugged her son. "Don't scare me like that ever again!"

"I won't, mom." Shade hugged her. "I promise..."

"I had absolute faith in you, Shine." Blueblood smiled. "I knew you could stop this madness."

"Sure you did, dear..." Dusty rolled her eyes.

"Marvelous work, your highness." Elite smiled.

"Truly amazing." Fletcher nodded.

"Shade." Dull smiled. "You're okay!"

"'Course I am." Shade nodded. "Takes a lot more than a fall off a metal spider to do me in..."

"Hooray." Call said sarcastically.

"What of that lightning pony?" Elite asked. "What happened to him?"

"I don't know." Shine admitted, "He just fell. I think it's safe to say that he might have-"

The surface of the pond bubbled ominously, then Solomon emerged from it.

"RAAARRRGH!" He snarled.

"What in Faust's name-" Shine gaped.

Call froze in shock.

 _'Wait, is that...?'_ He thought, instantly recognising Solomon. _'Oh, this won't reflect well on me...'_

"Die, you motherbucker, die!" Solomon roared, his lightning sparking madly from both his drenched body and his hooves, as he lunged at Shine.

"No!" Shade yelled, as he tackled Solomon back into the water... unfortunately, as per the laws of nature, as soon as his now drenched body met Solomon's lightning...

Everything lit up as Shade was electrocuted from Solomon's lightning.

"AAAARRRGGGHHH!"

"Shade!" Shine gasped.

"No!" Belle cried.

With a simple chuck, Shade's singed body was thrown out of the water, Solomon rose up with a vicious chuckle.

"He-he..." Solomon cackled weakly. "Got that brat at last..."

"You son of a..." Shine snarled as he then yelled at the other guards. "Don't just stand there, restrain him!"

"With pleasure." One Guard nodded. "Come on, guys!"

"He hurt Shade." Dull snarled, as the other Guards surrounded Solomon. "He'll pay for that..."

"Come and get it, motherbuckers!" Solomon roared, as he fired a few bolts at them. "I may be bruised but I am not-"

"Enough." Celestia said forcefully, using her magic to restrain Solomon's.

"What... no!" Solomon yelled.

"You monster..." Celestia spat. "You have harmed your last innocent..."

"Oh, Shade..." Elite shook his head. "Not like this..."

"Shade..." Belle wept over Shade, who was barely breathing. "Don't leave me. Not like Black..."

"This may not be the best time to ask, but... where's Caboose?" Fletcher asked.

Up on the spider, Loveless and Caboose were both still hanging off the tail end of the machine by a manipulator claw on Loveless' chair, as it continued its slow trek upwards.

"Well, I'll be a monkey's uncle." Loveless frowned. "How did we arrive in this dark situation?"

"I don't know. I'm stumped as you are!" Caboose replied. "By all accounts, this doesn't make much sense. I'm totally baffled."

"And I'm so cotton-pickin' afraid of heights! They just give me the spooks!" Loveless added.

"Ah, don't be afraid, wheels!" Caboose urged. "With this being possibly our last moments on Equestria and all, you should soak in the view." Caboose glanced at the view of the war-torn Canterlot. "You're really missing something."

"Look, sir, I don't mean to be rude, but I'm gonna have to cut this conversation short..." Loveless started.

Caboose snickered.

"What?" Loveless asked.

"Short! I get it!" Caboose guffawed. "You have nothing below your stomach. Without your wheelchair, you're barely bigger than my son! Good one, rolls royce, I didn't think of that!"

"You know, I am faced with a difficult decision here." Loveless declared. "On the one hoof, there's the fact that your weight will invariably cause us both to fall, necessitating your immediate removal. On the other, I have no real desire to kill you. But there is still so much I have left to do. Things I cannot do if I'm dead. The decision is down to the mere push of this lever..." He indicated a lever at the side of his seat.

"Hey, don't be too hasty." Caboose pleaded. "I kinda see you as glass half-full stallion. Not that I mean anything by 'half', you know..."

"Comments like that aren't helping." Loveless growled.

"Sorry." Caboose apologised. "Didn't mean to make you hopping mad- oh, wait."

"Unbelievable." Loveless groaned.

Suddenly, the lever fell back on its own. The two gazed at it.

"Buck." The two said in unison.

They began to fall... but Caboose managed to jump off the edge of the chair and into the machine.

"OH, YOU MOTHER-" Loveless' curse was drowned out as he fell.

At the same time, Sterling, who had reached a vantage point on a nearby building, had had his attention caught by the spider's movements. Through binoculars, he saw his mentor falling to his doom. His blood turned to ice.

"LOVELESS, NO!" He yelped.

Loveless fell downward, toward the unforgiving pavement.

"Of all the rotten luck..." Loveless cursed. "If only I had packed my..." Suddenly, he realized something. "Wait, I did!"

Loveless felt around the back of his wheelchair.

"Where is it..." He muttered. "Ah, here it is!"

Loveless pulled on a hidden switch with his teeth.

The others spotted Loveless' fall.

"Look, up there!" Dusty pointed.

"Does that pony not have any legs?" Blueblood frowned.

"And he's falling!" Miracle yelped.

"Well, he's dead." Call snorted.

"Real nice, Call..." Dull scowled.

Just before Loveless hit the ground, large wings emerged from the side of his chair, and propeller popped out of the back, carrying him upwards.

"Hey there, carty carty bang bang, carty carty bang bang, how do you do?" Loveless chanted. "Hey there, carty carty bang bang, carty carty bang bang, we love you!"

"What the buck?" Elite gaped.

"Whoa." Caboose gaped. "Is there nothing that wheelchair can't do?"

"Where did that come from?" Dull gaped.

"He comes prepared, I'll give him that." Call noted.

"Loveless, you brilliant son of a draft horse." Sterling sighed, beside himself with relief.

Loveless sailed around the courtyard, watching from above as Solomon was trying to break free of the guards without his lightning magic to aid him. Naturally, he wasn't doing too hot. Solomon glanced up and saw him.

"Loveless! Loveless, help me!" Solomon called.

Loveless paused... only to glare at him.

"Reap what you sow, Solomon..." He said coldly, before flying away.

"WHAT?!" Solomon gaped in outrage. "NO! LOVELESS, GET BACK HERE! YOU CAN'T DO THIS TO ME!" He then slugged a guard that tried to grab him. "I'LL KILL YOU!"

"Put a lid on it!" One of the Unicorn Guards used a spell to silence him.

The Guards dragged the mute menace away, despite Solomon's continued struggling.

Meanwhile, in the since abandoned streets of Canterlot, Lunard and Silas were trying to get away.

"So much for Solomon's big plan." Silas growled. "Giant spider, please..."

"Now what do we do?" Lunard asked.

"I don't know!" Silas growled. "They never came up with a plan for retreating!"

Soon, they passed by the same collapsed building that Ricochet was in, as two hooves burst upwards from the wreckage, revealing an injured Ricochet.

"Ohhh... what did I miss?" Ricochet asked.

"Oh great." Lunard snorted. "He's still alive, too."

"Nice to see you too, beaky." Ricochet scowled, as he stumbled out of the rubble. "What's been goin' down? I saw the spider just walkin' past me."

"Clearly, something has gone wrong." Silas declared. "What should we do?"

"Why you askin' me?" Ricochet snarled, holding his wounded shoulder. "I'm not the smart guy here. That's..."

"Me." Loveless descended, folding in his wings and propellors.

"Loveless?" Silas asked.

"Hey, he's a'ight!" Ricochet smiled. "...What about Solomon?"

"He's being taken in as we speak." Loveless declared.

"Hold up, did you... did you leave him?" Silas asked. "You left Solomon, our so-called 'leader'?"

"There was nothing I could had done." Loveless declared coldly. "Besides, without my machine, and with all of you wounded, Project: Titanfall... is a failure."

"Well crap, that isn't how I wanted this party to end." Ricochet frowned.

"At least I can say that this Project tanked harder than mine did." Silas scoffed.

"At least you two got to do some fighting. Next 'Project' or whatever, I get to do some butt-kicking!" Lunard snarled.

"Hey, where's Sterling, Wheels?" Ricochet asked, as he glanced around. "They didn't get him, did they?"

"Sterling... isn't around any more." Loveless frowned. "And unless we want to share Solomon's fate, we better leave before they send the guards after us."

"What's gonna happen to the Forefathers?" Silas asked. "With Solomon gone, we're really in trouble. Especially after all the mess we made!"

"We'll endure." Loveless sighed, as he then began wheeling off. "Follow me. I know of a safehouse nearby where we can hide out until we can get a carriage to bring us back home."

"Sure, whatever." Lunard shrugged.

"Better than following Solomon, at least..." Silas scowled.

"Solomon..." Ricochet glanced back in uncertainty as they run off into the unknown. "Here's hoping we don't get it as bad as him..."

Meanwhile, Caboose climbed back into the spider, which was nearing the top of the tallest tower in the castle.

"Okay..." Caboose frowned, as he grimaced at the probably destroyed controls. "What am I going to do with this thing..." He glanced around, taking in the cannons. "It would be a waste to just scrap it..." Suddenly he lit up. "Ooh, I know!"

Concentrating hard, Caboose screwed up his face, his horn glowing. The whole spider glowed also, and vanished...

Meanwhile, a few minutes later in the Everfree Forest...

Grimoire was walking back to his mansion, having just taken his pet Timberwolf, Oakley, out for a walk... and saw the giant, defunct spider just sitting there, right outside.

"Um... Zecora, love?!" Grimiore yelled back, unable to take his eyes off the machine. "Why is there a giant metal spider in our backyard?"

Zecora emerged from the house, carrying their son, Arkham.

"I'm afraid that was Caboose's doing." She declared. "He said he had nowhere else to put the thing."

"Oh, you've got to be kidding me..." Grimoire frowned.

As he took a closer look at the machine, he spotted a note attached to it.

"What the...?" He picked up the note with his magic.

 _'Dear Grim,_

 _Sorry to bother you, but this thing was attacking Canterlot a few minutes ago, and I was thinking of destroying it, but then I thought, hey, this would make a good weapon for us to use someday. However, I needed to find a place to hide it 'till everything blows over, and I thought since few ponies rarely visit you and Zecora, I can hide it here! Don't you worry, I was able to turn off the machine, and I took the liberty of unloading all the cannons... wait, did I get all the cannons? I think I might have forgotten the one cannon by the head... naw, I'm sure I did-'_

The cannon in question suddenly went off, blowing a hole in Grimoire's mansion. When the smoke cleared, Murray (who was visiting while May was out of town), in a bathtub could clearly be seen.

"What the buck?!" He yelped, just before the tub starting sliding down the tilting floor. "No, no, no, no, no, no...!"

The tub fell to the ground, shattering on impact.

"Looks like I need a new bathtub..." Grimoire groaned, before returning to the note.

 _'...On second thought, maybe I didn't. I would be careful, bro. Well, gotta go and help out back in Canterlot._

 _With love, your brother Caboose'_

"Thanks, Caboose..." Grimoire sighed with exasparation.

Back in Canterlot...

Suddenly, Caboose appeared, amongst all the Guards, much to their surprise.

"So, what did I miss?" He asked.

Shine rushed past, carrying Shade on his back.

"We have to hurry!" Shine yelled. "He's barely breathing."

"Oh." Caboose cringed. "That..."

Shine burst into the royal physician's office.

"Save him." He told the doctor, placing Shade on the bed. "Please!"

"I'll do my best, your highness." The physician nodded.

"Please, Shade..." Belle wept. "Please, don't leave me..."

The royals and Guards gathered around as the physician attended to Shade, fearing that victory had come with a heavy cost...

 **To Be Continued...**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


	16. Brand New Day

**Shades Of The Past**

 **Chapter Sixteen: Brand New Day**

Darkness. Pain. Shade's mind was fuzzy and muddled, like he could barely think.

"Urrrgh..." He groaned, his body lying underneath a sheet.

Shade's eyes began to open. Everything was a blur at first, but as his vision began to clear, his surroundings became clear as well. He found himself in an unfamilar room, medical equipment on a table nearby. He was in a bed with white linen around his body. He was still weak and weary from his recent experiences. It felt like his whole body was one big bruise.

"Ow..." He mumbled. "Last time I go one-on-one with a pony-sized bug zapper..."

"That _was_ pretty reckless, wasn't it?" A male voice asked. "Wonder where you get that from?"

"What the- who's there?!" Shade glanced around, wincing from rising up too quickly.

"Easy there." The voice declared. "Don't hurt yourself. And don't worry, I'm not here to do it for you."

"Who are you?" Shade frowned, easing himself into a more comfortable position. "Show yourself."

"You got it." The voice answered.

As soon as the stallion stepped into the light... Shade became dumbfounded. Standing before him was none other than Black Knight himself. However, he wasn't exactly like the picture in Shade's locket. He was no longer wearing an eyepatch, a perfectly functional eye in its place. He mane was in a different style, close and cropped. And of course, there were more than a few age lines on his face.

"Hello, son." Black gave him a small smile.

"D-dad?" Shade gaped, "But you're... which means... ...Am I dead?"

"No, but you made a great effort." Black shrugged.

"Then, what? Is this a dream?" Shade asked. "None of this is real?"

"Look, I wouldn't worry about that." Black declared. "I'm here. That's all that matters."

"That you are..." Shade frowned, as he then glared. "Took you long enough. I guess twenty-seven years late is better than never."

"Okay, I deserve that." Black Knight admitted with a cringe. "I knew you'd be less than happy to see me."

"'Less than happy' doesn't even cover it." Shade snarled. "You left mom and me behind! You abandoned a mare who loved you, and your own unborn son, just so you could wage war on the royals!"

Black remained silent, taking each angry word calmly.

"Obviously, your little crusade meant more to you than we did!" Shade continued his rant. "You just ran off to cause more trouble, calling yourself 'Red Eclipse', and never looking back! You broke mom's heart, and left me... left me without a dad..." His anger began to give way to sorrow. "Without a father to raise me, to guide me, to love me..."

"Shade... I really wish there was something that I could say." Black shook his head. "But I believe words cannot make things right."

"Do you really want to know the worst of it all?" Shade sniffed. "You died before I could ask you why you did all those things. I have to go through the rest of my life with these questions of what could had been. Both me and mom..."

"...But what if I could tell you why?" Black suddenly asked.

"It would do no good." Shade scoffed sadly. "You're not even real. You're just something that my probably nearly-toasted brain cooked up. Everything you say would just be what I _think_ you would say."

"Come on, Shade, at least give me a chance." Black urged. "Anything you want to ask me, I will try to answer them to the best of my abilities. Could you give me that, at least?"

Shade glanced at Black, a part of him wanting to say no... but then again, even if it wasn't real, maybe it could offer him solace.

"Okay, I'll bite..." Shade sighed, as he then glanced at him firmly. "My first question is this... why did you leave me and mom all those years ago? Why did you leave us and never came back?"

"I had no choice, kiddo." Black shook his head.

"I've heard that one before." Shade snorted. "Mom's been feeding me that line since I was old enough to ask. And every time, I believed that line less and less."

"But it's the truth." Black insisted. "Believe me, if I had it my way, I would've never left in the first place. I would've gladly stayed with your mother, made her my wife, and we would've raised you together."

"Yeah, right. Forgive me if I have trouble believing that." Shade growled. "...Did you even love mom?"

"You're damn right I did." Black declared, a bit peeved by that remark. "I never loved another mare the way I loved your mother. Not before, or since. I know I've done a lot of things that I'm not proud of, but me leaving her behind was both the worst and the hardest thing I've ever done... and I would have given anything to take it back." He then turned away for a moment, as Shade could have sworn he saw a tear from under his face.

"...You really mean that?" Shade asked, shaken by Black's show of emotion.

"Of course I do." Black nodded. "With all my heart."

"Oh..." Shade murmured, his anger shaken as he felt a pang of guilt for asking an insensitive question, even to a pony made from his dreams. "You... you really did love her, didn't you?"

"Not a day goes by that I don't think of her." Black admitted. "Even when I left her all those years ago, I kept wanting to come back to Prairieville, if only to see how well off she was since I left."

"Did you now?" Shade frowned. For somepony who was just a figment of his dream, those words seemed rather odd.

"Yes..." Black nodded. "But then... one day, I came by Praireville, on a whim. I saw her walking down the local marketplace. It was there that I saw a little Pegasus colt, keeping close to her. Aside from the wings and the eyes, the little guy looked like a miniature version of me. It was there and then that I realized that I had not only left behind the mare I love... but I left behind a son. And it hurt.." He closed his eyes and shuddered softly. "It hurt a lot."

"Dad..." Shade sighed.

"All I could do was watch from afar whenever I could and see you grow up." Black confessed. "While it pained me to not be a part of your life... it did me proud knowing what a strong and kind stallion you had become..."

"Yet you weren't proud enough to come and see me face-to-face." Shade frowned, his resentment returning.

"I couldn't." Black sighed. "If I could have, I would, but I couldn't. I wasn't even supposed to know that you existed, let alone come back to Prairieville. It was a dangerous road I walked. And I had to walk it alone. Even if it meant leaving your mother... and turning my back on my brother... I had to cut myself off from everypony I knew and loved, so that you all would be safe."

"Safe from who? The Forefathers?" Shade asked.

"...Who told you that name?" Black's eyes widened.

"Solomon." Shade muttered. "It's a long story, but he said that you and him and these 'Forefathers' went back a long way, and that you kept getting in their way. Am I to assume that's what you meant by 'dangerous path'?"

"You're a sharp kid, alright." Black chuckled. "Must have gotten that from your mother..."

"But is it true?" Shade asked. "Are they part of the reason you did all those things?"

"That I cannot say." Black frowned. "Let's say just say there were certain circumstances... but regardless, I never lost sight of what truly mattered to me..."

"...Well, I guess that's something." Shade shrugged.

"...I truly am sorry that I had to leave." Black frowned. "If I'd known about you... if only I had stayed a little longer..."

"If it's any consolation, I'm sorry too." Shade admtted. "Maybe if things had been different, I wouldn't have turned out to be a low-life thief. Then again, maybe not..."

"Don't blame others for your choices, Shade." Black declared. "I have full confidence that your mother raised you right. That she raised you to be a good and decent stallion."

"She did." Shade nodded. "She was the kindest, most caring mother I ever could have asked for."

"That's my girl." Shade smiled. "I knew she'd do fine without me..."

"The truth is, I only became a member of the Fifty Thieves so I could pay for her medical bills." Shade admitted. "She was sick, and I had to see to it that she got well..."

"And you did everything you could to help her get well again." Black smiled. "Even if it meant breaking the law..."

"I wonder where I got that from?" Shade joked.

"You are a fine stallion, Shade." Black smiled. "Just as I always hoped you'd be. I'm sorry I never got the chance to tell you..."

"Well, you're telling me now." Shade pointed out. "Even if it is in some weird dream..."

"Yeah." Black chuckled... before sighing. "I don't expect you to forgive me, son. I only wanted to let you know the truth. You can judge for yourself whether or not it makes a lick of difference. But I'll always be proud of you, no matter what you think of me..."

"I forgive you, dad." Shade sniffed, his eyes welling up. "And... I love you."

"...I love you too, son." Black smiled warmly, his eyes misty, as he wrapped his hoof around him, bringing him to his chest. "I've always wanted to hold you in my hooves, to make sure you're safe and happy. You may not be a foal any more, but at least I finally got the chance."

"Yeah..." Shade returned the hug. "For years, I dreamt of what this would feel like."

"Is it everything you thought it would be?" Black asked.

"Even better." Shade smiled.

They held each for a few more moments, before finally separating.

"I've heard about your fighting prowess, Shade." Black announced, ruffling his son's mane. "You're a real scrapper, just like your old pop."

"Well, mom wasn't about to teach me anything like that." Shade shrugged. "I pretty much taught myself. Never knew until how how I could be so good at it."

"Like father, like son." Black smiled. "But I like to think you're putting your skills to better use than I did."

"Not exactly." Shade admitted. "But that might just change..."

"That's my boy." Black chuckled.

The two shared a lingering smile. Then...

"I'm sorry, Shade." Black declared suddenly. "But I have to go now."

"Go?" Shade whimpered. "But... why?"

"It's complicated, son..." Black sighed, "But there is still much for me to do..."

"No, please..." Shade weakly cried, as he felt himself growing drowsy. "I still have so many questions... and I feel like if this dream ends... I'll never see you again..."

"I know..." Black whispered, as he then kissed him on the forehead, and rose up. "One day... one day we will see each other again. I promise..." He then rubbed his mane. "Just rest up, okay?"

"D-dad..." Shade silently sobbed, as his vision blurred.

"I'll always be with you, son." Black declared, as everything turn to darkness, his last word being...

"Always..."

The darkness faded once again, as the fuzziness returned.

"I think he just moved." Another familiar voice filtered through. "I think he's..."

As Shade's vision cleared, he saw that he was in the same room, but with Shine, Celestia, Miracle, Belle and the royal physician around his bed.

"Shade, you're awake." Shine smiled, relieved.

"Shine?" Shade frowned. "Where's... where...?"

"Where's who?" Shine asked.

"...Never mind." Shade shook his head. Was that conversation he had with his father just a dream? The way he kissed his forehead and rubbed his mane, it felt as if he was right there in the room with him... but that couldn't be, could it? His father was dead. It really was all just a dream.

"Okay then." Shine nodded. "How are you feeling?"

"Lousy." Shade groaned.

"Well, that will pass." The royal physician smiled. "Miraculously, you only sustained relatively minor injuries. You'll be up and around in no time."

"Oh, Shade..." Belle hugged her son. "You scared me again... Didn't we talk about that?"

"I'm sorry, mom." Shade cringed. "But can you please not squeeze me so hard? I already feel like burnt popcorn."

"Remember that pain." Belle released him. "Maybe it'll help you to not do anything so foolhardy in the future."

"We'll see..." Shade joked... before frowning. "Mom, about what I said the other night..."

"It's okay, darling." Belle declared. "Things did get a little heated back there. But no matter what, you're my son. And I will always love you."

Belle's words reminded Shade of his father's.

"I love you too, mom." Shade beamed. "No matter what."

"Such a good boy..." Belle stroked his mane.

"Mom..." Shade said awkwardly, embarassed by the affectionate display in front of the others.

"Oh, hush." Belle chuckled. "It's nothing anypony here hasn't seen before."

"I sure haven't." Miracle nodded.

"I owe you an apology, Shade." Celestia stepped forward. "The way I acted towards you was reprehensible. I let my own hatred towards your father cloud my judgement... while I still cannot bring myself to forgive him for what he did... I had no right to think that you were like that."

"Well, to be fair, I wasn't really the best guest." Shade admitted. "Besides, I did rob your vault... as well as that treasury wagon. If you want to charge me for robbing you, I won't stop you. It's the least I deserve..."

"Perish the thought." Celestia declared, causing Shade to glance at her in confusion. "I have taken it under consideration, and given that you saved my husband's life, I believe it's only fair that I grant you a royal pardon for all your past crimes."

"Wait, really?" Shade gaped. "I... I don't know what to say... I can only imagine how hard that must have been..."

"Not really. The last ponies I pardoned were the Napoleon Brothers, and no offense..." Celestia chuckled. "But the stuff those crazy mafia ponies got into makes your crimes look like taking candy from a sweet shop."

"None taken..." Shade smirked. "Thank you very much. I guess I misjudged you as well."

"Let us speak no more of it." Celestia smiled. "We are family, are we not?"

"...Yeah, we are." Shade smiled.

"I'm sorry too, Shade." Shine sighed. "For everything I said to you before. In spite of everything, I still want you in my life. I don't want to lose another family member, not for anything. Will you forgive me?"

"Of course, cuz." Shade smiled warmly. "If anything, I'm the one who should be apologizing to you for everything I did. You did so much for me and..."

"Look, how about we just cut it with the apologies and call it even. Deal?" Shine smirked, holding out his hoof.

"...Deal." Shade nodded, grabbing his hoof.

"Now that's what I like to see." Belle beamed. "Family getting along..."

"It is quite a wonderful sight, I'll admit." Celestia nodded. "The most heartwarming sight I've seen in a while, actually..."

Meanwhile, the repairs to Canterlot were proceeding apace. The damage the spider had caused was serious, but thankfully, the overall body count was low, despite their efforts to destroy nobility. Solomon had made it a point to target the most expensive-looking buildings. Fortunately for Blue Blazes, that meant his bar had only a few broken windows and a damaged roof.

"Told you hiding in the cellar was the way to go." Blue told Mist, as he took in the damage.

"Yeah, like a hundred times." Mist rolled her eyes.

"Cellar! Cellar! Cellar!" Tempest chanted his new word for all it was worth.

"But our boy was on the front lines." Spitfire grinned, as she and Soarin' joined them.

"Just like his folks!" Soarin' added.

"Well, I wouldn't go that far." Blue shrugged. "I just threw some bottles. Not like attacking with storm clouds."

"Speaking of bottles..." Vinny walked over, carrying one of the coolers. "Drinks on the house!"

"Is that...?" Soarin' asked.

"Spoils of war." Vinny chuckled. "Spoils of war..."

Meanwhile, the nobles were gazing upon the ruins of their own upper-class district.

"Our poor city..." Golden Gavel sighed. "Look at what those lowlives have done to it."

"I still can't believe they had the audacity to attack their betters like that." Upper Crust spat. "Right, dear?"

Jet Set had recovered somewhat from Solomon's attack, but he had been quiet and subdued ever since.

"Hmm?" He asked. "Yes, I suppose so..."

"Don't try and be too enthusiastic." Upper Crust tutted. "They did just demolish our home, after all..."

"Yes." Jet Set muttered. "Yes, they did... because they hated us..."

"Uncouth louts, all of them." Upper Crust sneered, ignorant of the regretful look on her husband's face.

Even some of the other royals had come in to offer their support. Cadance and Shining hadn't been able to help in time due to holding a conference with the yaks, while Twilight had been in talks with a Griffon ambassador.

"A giant mechanical spider..." Twilight frowned. "And I thought an invasion of Changelings was bad."

"I can't help feeling like we should have been here." Cadance declared.

"We could have, if those yaks weren't so stubborn." Shining shrugged.

"All due respect, but I doubt your contribution would have mattered much." Luna declared. "The combined magic of Celestia and myself was useless against that titanic tarantula."

"Ultimately, it was a group effort by our valiant Guards, and even my husband, that stopped that awful machine." Celestia declared.

"Speaking of which, where is Shine?" Flash asked.

"He's still overseeing the cleanup of Solomon's followers, and any remaining parts of the spider." Celestia explained, "While many of them had died from falling off the spider, we were able to capture a few of them alive. Hopefully they can grant us some insight into what happened.."

"Okay, right over here!" Shine entered the castle, flanked by Guards carrying lumps of metal from the spider's body.

"I'm guessing that was from the spider?" Shining asked.

"Yep. Even though Celestia and Luna couldn't do jack-squat to it, that machine took quite a beating." Shine admitted. "We're planning on making the remaining pieces into roofs for the less fortunate citizens."

"A far better use for the metal, I'd say." Cadance declared.

As they moved past, Shining noticed a familiar symbol on one of the pieces of metal; Two 'F's standing in mirrored pose with a eagle in the background.

"Hold it right there." Shining held up a hoof, as the guards set down the piece of metal. "I've seen this before..."

"You have?" Celestia frowned.

"Yes." Shining nodded grimly, as he then pulled out the pendant that he had confisicated from Sterling a while back. "That symbol on this piece of metal is the same as the one on this necklace from when we arrested Sterling."

"By Faust, you're right." Cadance mused, as she glanced at the pendant and the metal, as she then turned to Celestia. "That symbol that belongs to Sterling's mysterious employers..."

"Sterling?" Shine frowned. "...I did hear from Caboose and the others that there was a stallion named Sterling aboard the spider when they were trying to stop the machine."

"They did?" Shining frowned. "So Sterling ended up returning to the 'Forefathers' after all..."

"The what?" Luna asked.

"Echo said that was the name of the organization that Sterling worked for." Shining explained. "I don't know how I'm going to break this to them..."

"Forefathers... yes, I remember Solomon saying that name when he was trying to kill us..." Shine murmured. "He also mentioned that Nalik and Black Thorn were a part of the organization as well..."

"Wait, so what happened back in Haygypt..." Twilight murmured.

"And what happened with Nalik..." Blueblood added.

"As well as what happened here in Canterlot..." Luna frowned.

"They are all connected somehow?" Celestia suggested.

"It would make sense..." Shine admitted. "They all had this underlying theme of power and obscure magic..."

"So these Forefathers were the ones behind this?" Flash frowned.

"It would seem so..." Twilight frowned, "But I would have never guessed they'd do something as bold as attacking an entire city."

"I'm sorry, but I still think Nalik's attempted genocide of all 'non-Unicorns' beats out the giant metal spider." Blueblood scoffed.

"That I can agree with." Dusty snorted.

"The big question remains though... just who are these Forefathers?" Luna mused. "And if what Nalik, Black Thorn, and this Solomon pony did is any indication, what horrors will they commit next?"

"Nothing we can't stop." Shine said firmly. "Not as long as we stand strong."

"And since we're here now, we'd be happy to lend a hoof." Twilight smiled.

"You know it." Flash nodded.

"Hear, hear." Cadance nodded.

"Just tell us where to go." Shining added.

"Thank you all." Celestia smiled. "Together, the ponies of Equestria can truly withstand anything..."

"And in the meantime, we have a lot to fill you in on..." Shine added.

A couple of days passed as many worked to undo all the damage done by Solomon's evil plan. Shade was soon released from the infirmary, having been given a clean bill of health, though it was highly suggested that he didn't travel so as to make sure that getting electrocuted didn't have any serious long-term consequences.

This worked out just fine for Shine though, as he had recently sent a letter to Big Red asking him and his family to come over, wanting Shade to meet the rest of his family, especially Big Red. Shade was particularly unnerved, having been told that his father and Big Red were once good friends.

Shade, along with his mother, Shine and Mist (Tempest being with Blue, Spitfire, and Soarin') were walking over to the courtyard to receive Big Red and the others. Shade was a tad nervous, having never expected to encounter family in such large numbers before.

"Do I really have to do this?" He asked aloud. "I mean... what if I mess it up somehow?"

"It's okay, dear." Belle soothed him. "I'm sure they'll love you."

"Look at the big bad Western Shade, all nervous." Mist teased. "Relax. Big Red and Cherry are the sweetest ponies around."

"Are you sure they're going to like me, cuz?" Shade frowned.

"Of course they will." Shine smiled, "Big Red raised both me and Mist when our folks passed away. We were practically family to him, and so was Black. Which means you'll be too."

"I hope so..." Shade sighed.

By the time they reached the courtyard, Celestia and Miracle were already there. Soon after, the cart from Dodge Junction rolled in, carrying Big Red, Cherry, Eclipse, Huckleberry, and Globe.

"Big Red, Cherry, guys! So glad you could all make it." Shine smiled, as his adoptive family disembarked

"We came as soon as we got yer letter." Big Red declared. "We heard about some ruckus over here. Somethin' 'bout a giant bug. And judgin' by the sorry state Canterlot is in, Ah reckon somethin' huge went down."

"We were absolutely fraught with worry." Cherry admitted.

"Well, it was touch and go for a while, but I think we pulled through just fine." Shine assured them.

"Nonetheless, we're happy to see you all safe." Cherry smiled.

"Thank you, Cherry." Celestia beamed.

"Thanks, grandma!" Miracle smiled.

"Hey, guys." Eclipse grinned.

"Good to be back in the big city." Huckleberry chuckled.

"With big food." Globe added.

"Some things never change..." Miracle chuckled.

"Good to see you again, boys." Celestia smiled.

"As happy as I am to see you all, there's another reason I called you all here." Shine announced. "There's somepony I'd like you to meet."

He then gestured Shade to come forward. As soon as he did, Big Red and Cherry's eyes widened, the resemblance to their old friend not lost on them.

"Shine... who is this stallion?" Big Red asked. "He... he looks jest like..."

"Big Red, Cherry, boys, I would like you all to meet Shade Paladin." Shine declared, "...Black Knight's son..."

"Son?!" Blg Red gasped. "You mean... Black... our Black... had a son?" He turned to Shade, gazing at him intently, "You're Black's boy?"

"Um, yeah..." Shade murmured awkwardly, noting how true Big Red's name was. "Shine told me you and my father were friends... nice to meet you, by the way..."

An awkward silence hung in the air, Big Red still gazing at Shade. Then, without warning, Big Red embraced him.

"Well, ain't you jest a chip offa the ol' block?" Big Red chuckled. "Reg'lar Black junior! Glad ta know ya!"

"Thanks..." Shade groaned, a little constricted by the hugs.

"Just look at you." Cherry smiled. "You're just as handsome as your father was."

"Thanks..." Shade blushed.

"So does that make us cousins, then?" Eclipse asked.

"Um, yeah, I guess." Shade rubbed the back of his mane. "When Shine told me that he had a Griffon, a Unicorn, and an Earth Pony for cousins, I have to admit, I was a bit skeptical."

"You wouldn't be the first." Eclipse shrugged. "I still have trouble believing it."

"Me too." Huckleberry chuckled.

"It's real nice to meet you, Shade." Globe smiled.

"And this is School Belle, Shade's mother." Shine declared.

"Hello." Belle waved.

"So yer the lucky lady Black hooked up with?" Big Red smiled.

"Yes." Belle nodded. "I'm so glad to meet ponies who actually knew him."

"The pleasure is ours." Cherry grinned.

"Black actually told me a little about you two." Belle admitted. "He said you were the best friends he ever had."

"Aw, shucks." Big Red chuckled. "Glad ta hear he still thought of us like that."

"As wonderful this is, how about we continue this conversation over an early lunch?" Celestia offered.

"Sure would." Globe nodded. "I'm starving."

"So what else is new?" Huckleberry joked.

"Not your bad jokes, that's for sure." Eclipse rolled his eyes.

"Lunch sounds delightful." Belle nodded. "It's been quite a while since I ate with anypony but Shade."

"C'mon, y'all." Big Red grinned. "Let's have us a big ol' family meal."

The group started going into the castle. Shine noticed Shade hanging back.

"You coming?" He asked. "It's not really a family meal without the whole family."

"Yeah... family." Shade smiled, suddenly aware of how much his had just expanded. There was a big smile on his face as they went inside...

Meanwhile, Solomon stewed in his cell in the dungeons (ironically, the same one Shade had once occupied), an enchanted ring around his horn nullifying his magic.

"How could this have happened..." He snarled, pacing around the cell. "To me, of all ponies? My plan was perfect. But those meddling fools ruined everything..."

In the midst of his quiet anger, the door opened, as none other than Elite entered.

"...You..." Solomon glared.

"Hello, Mr. Thunder." Elite greeted him politely. "I trust that you are enjoying the accomodations?"

"What do you want?" Solomon frowned. "You're here to gloat?"

"Maybe a little." Elite shrugged. "I must say though, I was impressed at your audacity. Attacking the capital of Equestria with a giant metal spider? Nopony can ever say you lack nerve and creativity. But your execution was definitely lacking."

"If it weren't for meddlers like you, Shade, and the Prince, I would have won." Solomon scowled.

"And would that have made you happy?" Elite asked. "Would that have quelled the hate and bitterness in your heart? This so-call thirst for vengeance?"

"I guess we'll never know, now will we?" Solomon scowled.

"I can only assume what your comrades must be thinking right now." Elite noted. "This easily has to be the biggest flop that the Forefathers have ever had. Not only have you cost them quite a few of their numbers, but you have shown yourselves to the world... now, everypony will come to know the name 'Forefathers'..."

"Oh, shut up..." Solomon snarled.

"And what would your leader say?" Elite asked. "Surely a stallion such as 'Father' would have never gone for such a destructive show of force. I am sure he won't be pleased at your failure..." He gave a snide grin. "Be grateful that you are in prison, or else, you would have to watch your back..."

"Like you can talk. You think the Forefathers have forgotten about you, Elite?" Solomon sneered. "Far from it. Now that your personal attack dog is gone for good this time, we will make sure you pay for your transgressions against us. I will personally make sure of that..."

"Thanks for the warning..." Elite scoffed, "But I think I will be fine. After all, I've been playing this game way before you probably even heard the name 'Forefathers'."

"You think you can hold me, you and your pious tyrant masterminds?" Solomon spat. "Just you wait. My comrades will come and break me out. They won't leave one of their most powerful members to rot in this dungeon. Then, once I've formulated a new plan, I will finally bring this den of so-called 'nobility' to its knees!"

"Don't make promises you can't keep, Solomon." Elite sneered. "Now, if you'll excuse me, I have some business to attend to."

Elite departed from the dungeon.

"Go ahead, leave." Solomon sneered. "I'll be sure that we see each other again soon enough. And then you'll be sorry..."

A short while later, Elite arrived at his quarters. He sat down at his desk, and filled in some paperwork regarding the attack. Moments into his work, Call entered the room.

"You wanted to see me, Director?" Call asked.

"Ah, yes, please come in." Elite nodded.

Call sat down, and Elite sat across from him.

"So what is this about?" Call asked. "The guy that got me didn't say much. Is everything alright?"

"Oh, yes... I just wanted to talk." Elite declared.

"About what?" Call frowned.

"Nothing much." Elite shrugged. "Just about what went down at the town square during the whole incident with the crazy crossbowpony..."

Call growled.

"Oh, say no more..." He snarled. "It was all that little buck Dull's fault!

"Dull? What did he do?" Elite asked.

"What did he do?!" Call spat. "I had a clear shot at that terrorist, but at the last moment, that puny piece of crap shoved me! Shoved a superior officer! The sheer audacity!"

"Oh, I am aware of what Dull did." Elite nodded. "Normally I would agree with you... but the thing is... " He gave Call a cold glare. "You didn't have a clear shot."

"...Say what?" Call gaped.

"I have already spoken with Dull, and he said some disconcerting things." Elite revealed. "He said that you were about to shoot the terrorist right through his hostage, who I might remind you was Dove, Fletcher's wife. Said that you got the idea from that one _Die Herd_ movie. Is this true?"

"Well, yes..." Call said nervously, causing Elite to frown at him. "But you gotta understand! That lunatic had a whole bunch of ponies at his mercy. If we didn't do anything, more ponies were gonna die. None of us could get a clean shot at him, so I went with shooting the guy through the girl." Elite frowned deeper. "But it wasn't going to kill her! I had it aimed right where it would clip through her and kill or at least severely injure the bucker to save everypony. Worst-case scenario, she would have had to wear a sling for a while."

"...Call, were you aware that Dove was pregnant?" Elite asked.

"Huh? What does that have to do with anything?" Call frowned.

"Call, a Royal Guard's duty is to the ponies they serve, first and foremost." Elite reminded him. "Even if the situation is dire, even if ponies' lives are at risk, we cannot simply throw our morals out the window just so peace can be restored."

"...You're kiddin' me, right?" Call sneered. "That S.O.B. was going to kill ponies, and you're mad at me for nearly shooting through a pregnant mare just to stop him?"

"If you had taken that shot, if Dull hadn't stopped you, the madpony might have been stopped, yes... but Dove would had been hurt... and surely, the trauma from getting shot could have easily caused her to miscarriage, costing her her foal." Elite declared.

"...So?" Call snorted. "She's married to the Captain, some glorified pretty-boy! It's not like she can't make more!"

"You're missing the point." Elite growled. "The Royal Guard is supposed to be a group that the public can trust. You think they would have taken it well to hear that a Royal Guard was willing to shoot one of them, let alone a pregnant mare, just so he could bring down some madpony? You could have nearly destroyed the ponies' trust in the Royal Guard with your actions!"

"Oh, for buck's sake, it was only one pony!" Call sneered. "One pony for the lives of many ponies living in this city! Maybe it was wrong, but those buckers can just get over it! Their lives would have been saved, thanks to us. What's one pony's life anyway?"

"...More than you know." Elite sighed, turning away.

"Look, it doesn't even matter." Call shrugged. "You and the Captain came in and stopped him anyway. No use crying about it now."

"Really? Then how about you explain how you came to be acquaintances with Solomon Thunder?" Elite asked suddenly.

"...Who?" Call frowned.

"Solomon Thunder." Elite repeated. "You know, that pony who was throwing lightning bolts everywhere. The one who orchestrated this entire mess."

"What makes you think I know him?" Call asked. "Do I look like the kind of guy who works with terrorists?"

"I don't know." Elite shook his head. "It's just that Shade told me that Solomon told a Guard that was 'full of himself' that he was the Western Shade..."

Call was about to say something... only to realize that he was the Guard Elite was talking about... and suddenly, everything clicked.

"Uh... I can explain..." He said awkwardly.

"Explain? I think it's pretty clear." Elite said flatly. "You were so desperate to show up the Captain and Lieutenant that you would take tips from a madpony."

"Hey, I had no idea that he was planning to destroy Canterlot!" Call protested. "Besides, his tip helped me bring in forty-one thieves! And honestly, Shade should be rotting with them!"

"Don't even start that up again." Elite frowned. "Let's focus on why you would even consort with him!"

"Why?! WHY?! Because you wouldn't even give me the time of day!" Call roared. "You were obsessed with the Captain and the Lieutenant and I was not getting anywhere in the trials with them in the way. I just wanted to be the ONLY pony you would consider for this job. Me, not some pretty boy from Norhay, or some buckin' dipwad from Bitaly!"

"Dammit, Call..." Elite sighed. "You know, I really tried to like you."

"What?" Call glared.

"I mean, you were one of the best Guards in the regiment." Elite replied. "Skilled, determined, cunning... but at the same time, I saw that you were arrogant, showed disregard for Guards you deem unworthy, and pretty much just an asshole. However, I would have easily overlook all of that if not for one thing."

"Oh, and what is that?" Call asked.

"...Your utter disregard for pony life." Elite answered. "When I asked you that question about storming the enemy stronghold, you said that you would send a small group to wear them down, sacrificing your troops so you could finish them off yourself..."

"Seriously? That is a valid strategy!" Call growled.

"No, the valid strategy is to have a small group distract them... not send them to their death!" Elite countered.

"Oh, same difference!" Call snorted.

"Same difference?!" Elite scowled. "Is that what you think? That the lives of ponies are disposable?"

"What, no-" Call started.

"That as long as you reach your goal, the ends justify the means?" Elite cut him off.

"It's not that simple-" Call said, flustered.

"That collateral damage means nothing?" Elite pressed.

"That's not what I-" Call declared, growing indignant.

"That you're pefectly willing to achieve victory at any cost?" Elite glared. "Even if the cost is innocent li-"

"THAT'S ENOUGH!" Call suddenly exploded.

Elite's eyebrows perked, a bit shocked by his outburst. Call let out a pant as he glared hatefully at him.

"Twenty-eight years..." He said quietly.

"Beg pardon?" Elite frowned.

"Twenty-eight years. That is how long I've been a Royal Guard." Call revealed. "That is how long I have suffered, serving this city full of fatuous fat cats! Back when I was a young Royal Guard, the job actually meant something, that we were truly heroes... but nowadays, we have spineless rookies, crazy criminals, and ponies that aren't even from this country joining in! And you want to know the worst part? Twenty-eight years on this job, and I am still a lowly Sargeant! And day by day, I keep getting passed over by ponies who haven't even seen the field of battle! It's so bucked up that a criminal like Caboose could become Lieutenant, and Fletcher, who hadn't even been to Equestria before then, got to become Captain! While I, the guy who has done nothing but serve this stupid town and country for so long, got nothing! I deserve that position! I deserve to be above all those others! I've got it coming to me, no matter what soft-hearted fools like you think."

For a moment, Elite was silent with shock. Then he spoke.

"I'm disappointed in you, Call." Elite sighed. "I really thought you were better than this."

"I _am_ better than this!" Call snarled. "Better than the criminals, better than those buckin' excuses for Guards, better than the Captain, and sure as hell better than the Lieutenant! In fact, I am honestly the best Guard you have right here! Yet you refuse to see that!"

"The point of being a Royal Guard is to serve the pon-" Elite started.

"Oh, enough with that bullcrap!" Call snarled. "The point of being a Royal Guard is to stand above the rabble, and punish criminal scum! Dull Blade is an utter weakling, an insult to our proud tradition. And Shade is just another criminal scumbag, to be taken in with as much force as possible!"

"And that's the difference between you and them." Elite glared. "They possess more moral fiber within their hooves then you have in your whole body... and it's just sad, that you have such a disregard for your fellow ponies."

"Look, the fact remains that I deserve that position." Call growled. "I'm not encumbered by weakness, like Ulysses or Blade, and I'm certainly not a fool like Napoleon."

"By that as it may, I'm afraid I have to deny you that position." Elite retorted.

"What?!" Call spluttered. "But... you can't..."

"I can, and I am." Elite declared, "I need a pony that I can trust not to pull what you almost did that day, and you're not that pony."

"But I deserve it!" Call growled, slamming his hooves into the desk. "You can't do this to me!"

"I think that I can." Elite frowned, "And I would watch my tone. It is one thing to mouth off to a Prince, but it's a whole 'nother thing to mouth off to the Director of the RDL."

"Oh, you think you're so high and mighty, huh?!" Call snarled, as he then gave a snide chuckle,."Well, I believe you might want to reconsider your decision."

"And why would I do that?" Elite asked.

"Because I know 'he' is alive." Call sneered.

"'He'?" Elite frowned, "'He' who?"

"I think you know who." Call growled.

"No, I'm sure I don't know what you're talking about." Elite declared.

"Playing dumb, eh?" Call snorted. "Fine, be that way. But I know your dirty little secret. I have a few friends in the RDL, and you wouldn't believe the things they say when drunk. Imagine my surprise when I heard that you had been hiding a certain somepony from the world. And the rest of the world will hear of it too, if you don't play ball and give me the position."

"Really? This is what it comes to?" Blackmailing?" Elite scowled, "Don't tell me you're that low."

"You left me no choice... sir." Call frowned. "I am sick of being denied what I deserve. And I won't go another day as a lowly Sargeant! Not when there is a position I am far better suited for! And I'll be damned to Tartarus if I let a hypocritical, soft-hearted old fool like you stand in my way."

"Well, I must commend you." Elite admitted. "It seems that I underestimate the security of confidental information within the RDL, for somepony like you to weasel information out of some of our men... heck, I'm surprised you managed to keep your mouth shut about 'him' for so long."

"It was a bit of a last resort." Call huffed. "I didn't think I would have to use it. Maybe if you were a bit more cooperative, maybe I wouldn't have to do this."

"Hmph, not bad." Elite admitted. "But not good enough, I'm afraid. Lest you forget, I am the Royal Defense Legion's director. And you are a Sargeant who isn't really well-liked by a lot of ponies, especially royalty. It's your word. against mine, and I will deny this harder than a Cragadile's nards."

"But of your fellow sold-"

"You silly goose..." Elite chuckled. "You think I would just tell ponies about 'you know who' and just expect them to keep it a secret? Oh no. I thought ahead. Every single RDL member I ever told up to this point were all made to swear to silence should anypony ask them about 'him'. And unlike you, these ponies could be trusted... so yeah..."

"...Clever, old stallion." Call scowled, knowing his trump card had been rendered useless.

"Normally, I would send you on your way, but now, I see how much of an... issue... you could be, in spite of the lack of evidence." Elite frowned. "While I believe you're not fit for the position of the RDL general, I do believe you would fit nicely in the Royal Guard outpost near the border of YakYakistan..."

Call Duty grimaced.

"It's not all bad." Elite smirked. "The pay is slightly better, the mountain air will do wonders for your constitution, and there is a lovely commute... once you get over how cold it gets every night and all the yelling yaks, I think you would be right at home... how does that sound?"

Call's face hardened, but there was defeat in his eyes.

"Not bad, sir. Not bad." He sighed, bowing his head.

"Very good." Elite nodded, as he called forth some Guards. "Guards, please escort Mr. Duty out of here. He needs to prepare to take a trip."

The two Guards, hiding the elation of not having to deal with Call, led the defeated stallion away. Not long after that, Fletcher was brought in. His snout was bandaged from his previous injury.

"You wished to see me, sir?" He asked.

"Yes, my friend." Elite nodded. "I'm happy to announce that you are to be given the position of General."

"Me, sir?" Fletcher gaped. "But I thought-"

"So did I." Elite sighed. "But I misjudged you, letting the incident with Shade color my judgment to the facts. And right now, there is no doubt in my mind that you are the right stallion for the job."

Fletcher smiled for a moment... then his face fell.

"With all due respect sir, I'm going to have to decline." He announced.

"I beg your pardon?" Elite frowned.

"The truth is, I didn't get to where I am in the trials on my own merits." Fletcher noted. "Lieutenant Caboose had been intentionally holding back the whole time, so I wouldn't have any real competition."

"I am already aware of that." Elite nodded. "Caboose told me, and I'm okay with it."

"But I'm not." Fletcher retorted. "After everything that's happened, I've realized that my life is perfect just the way it is. I don't want to change a thing."

"I see." Elite mused. "Thank you for your honesty, Captain."

"I hope you're not too disappointed." Fletcher declared. "I know you still need a new General..."

"Oh, I still have some options." Elite smiled. "Thank you for your time, Captain."

"My pleasure, sir." Fletcher saluted, before leaving.

Once outside, Fletcher headed to the barracks, where Caboose was polishing his armor.

"Hey." Fletcher said quietly.

"Hi." Caboose smiled.

"Look, about what happened before..." Fletcher sighed. "I'm sorry I said those things to you."

"Hey, I'm sorry, too." Caboose shrugged. "I'm the one who put you in that position. Y'know, the whole cover-up thing."

"I shouldn't have lost my temper, though." Fletcher declared. "It's just..."

"I know the job was important to you." Caboose declared.

Not as important as our friendship." Fletcher declared. "Though there was a reason I wanted it so badly... you see, Dove and I... are having a foal."

"Yeah, I know." Caboose nodded.

"You do?!" Fletcher gaped. "Since when?"

"Since Dove told Daring, who told me." Caboose chuckled. "Congrats, bud. You'll be a great dad."

"I hope so." Fletcher smiled. "...Do you suppose I could look to you for pointers? You do seem to have the fatherhood thing down pat..."

"Anytime, pal." Caboose tapped him on the shoulder. "Just say the word."

"Thanks, Caboose." Fletcher grinned. "I don't know how I came to deserve a friend like you."

"Don't sell yourself short." Caboose chuckled. "You're a great guy. And I'm proud to be your friend."

"Right back at you." Fletcher beamed. "Now, ready to go on patrol?"

"You know it." Caboose nodded.

The two of them left the barracks side-by-side, their friendship fully restored.

Back in the dungeon, Solomon was still stewing, at the same time impatient over his supposed rescue.

"What's taking them so long?" He muttered. "Don't they know who I am?! I'm been leading that organization for how long?!"

Outside, the shadow of a stallion made its way through the halls, its owner somehow managing to evade the notice of the Guards. The stallion's destination was clear, as was his purpose...

Suddenly, Solomon heard the door to his cell open.

"Oh, it's about damn tim-" Solomon growled, as he turned to the door... only to find it still closed. "Huh? What the f-"

"You should watch your language, Solomon..."

Solomon's blood froze. The voice was low and growling, like gravel in a cement mixer, or a particularly gutteral dragon. He'd know that voice anywhere...

It took all his nerves to turn towards the origin of the voice... and indeed, standing in the same pale white cloak that covered his whole body and whose face was shrouded in blackness, was Father, the leader of the Forefathers...

"F-father..." Solomon stammered, as he tried to give a bow. "...M-my apologies. I-I wasn't aware you would be the one to free me..."

"Calm yourself, my son..." Father soothed him. "Fear does not suit you, Solomon."

"I'm sorry." Solomon nodded... before frowning. "But... not that I am grateful, but why are you here? I was expecting one of the agents to come and rescue me from this dump."

"Well, you see, Solomon..." Father gave a small shrug. "I decided to take a lovely stroll around Infinity the other day. In spite of all the snow and blustery winds, I found it to be a lovely day... but imagine my surprise... when I heard many of our agents talking of how Project: Titanfall had begun, and that you and your fellow comrades had taken one of Loveless's inventions and went on to invade Canterlot..."

"Um..." Solomon could sense what was coming next.

"Now, how could that be?" Father falsely pondered. "I've been around for many centuries, so my memories might be a bit hazy... but I do recall explicitly that I forbid any further development of Project: Titanfall. Yet, if the state of which the city of Canterlot is in is any suggestion... the Project has been seeing a lot of development..."

"Well, you see, the thing is..." Solomon started, before being cut off.

"What's more... I also heard that you have issuing orders under my name, orders that I have no recollection of ever giving to you to pass out." The Father mused, his voice remaining bereft of any emotion... but for some reason, Solomon could sense he was not happy.

"If you would just give me a moment to explain..." Solomon said nervously.

"Silence." Father cut him off, his voice growing a bit cold. "For months, you have been going behind my back, acting as if you were the leader of this organization, as if you were me... did you honestly believe that I wouldn't find out? Have you forgotten that my powers hadve made me omniscient? Nothing happens within the organization that I do notknow about... yet you openly defied me by proceeding with Titanfall... and I must say..." He let out a sigh. "I am very disappointed."

"B-but, sir..." Solomon spluttered. "I know I might have taken a few liberties, but it was all for you... I was only trying to make your will known."

"My will?" Venom was in Father's voice. "My will was to change Equestria, to bring about a new age of peace and prosperity, an age of order, and tolerance, where one pony species is not held above the others, but all stand on equal footing... now tell me, how does spreading mindless destruction and murdering dozens of ponies in any sense 'my will'?"

"Well, it's not quite like that..." Solomon cringed.

"Do not lie to me, boy..." Father growled. "You were not doing this for the sake of our great mission... you were only doing it for yourself. And because of your selfish acts, many innocent ponies are dead, not just the citizens of this city, but some of our own."

"Innocent?!" Solomon snapped. "Hold on a moment! Those fatheaded snobs had it coming. They deserved it! You know what they done to me!"

"That I do..." Father frowned. "But that is why I ordered you to cease Project: Titanfall. Because I knew you would stop at nothing to destroy them. I had thought that you would obey my wishes... but it seems I was wrong, and that was my mistake."

"Like hell it is!" Solomon roared. "Your mistake was denying me! When I joined the Forefathers, you promised me 'eternal vengeance'! Yet, fifteen years later, when I came forward with the plan to destroy the nobles, you just said 'no'!"

"Because your project wasn't going to do a thing to change Equestria." Father declared. "All it provided was unnecessary bloodshed and wanton destruction. The Forefathers' purpose is to make Equesrtia a better place, not by violence, but through peaceful means."

"There you go again..." Solomon shook his head. "You know, I wouldn't have had to go behind your back if you weren't so soft! You always prattle on about making Equestria a better place, but I actually _did_ something!"

"Oh yes, and by doing so, you cost an abundance of ponies their lives, wreak havoc in a wondrous city, and exposed the Forefathers' name to all of Equestria." Father countered. "All just to resolve a petty grudge."

"They deserved to burn..." Solomon snarled. "And you know it."

"I do know." Father sighed. "When I found you all those years ago, I had sensed that you wanted revenge, and whom you wanted revenge against. I have not forgotten my promise to you... but it was my intention that you would achieve it when we had succeeded in our great mission, and the world was a better place... but no... because of your bloodlust for vengeance, it will become more difficult to carry out missions with our tainted name... you have made a fool of yourself and of us all."

"You buckin' piece of..." Solomon growled, throwing out all formalities. "I acted because you were doing nothing! While you were hiding in your room, I was actually doing something! I was trying to change Equestria for the better. Not you. Me!"

"Such arrogance..." Father shook his head. "I am so ashamed of you. I expected so much better..."

"From me?" Solomon sneered. "I expected better from you. You've been leading this organisation for years, and you've never really accomplished anything. Why is that, I wonder?"

"Perhaps because of reckless operatives like you?" Father glared. "Your actions have cost this organization dearly, and you have the gall to say such things? You're no better than Nalik or Black Thorn..."

"I'm no better?!" Solomon gaped. "You mean to say that I am no better than the pony who was going to sic a Deity on us, and the umbrum who was just as full of himself?! Have you forgotten all that I havw done for this organization?"

"Of course not." Father shook his head. "And that's what hurts the most. That you would do such a thing... even Sterling didn't hurt me as much as you did."

"Don't you dare mention that traitor!" Solomon spat. "I knew letting him back into the fold was a bad idea, but nopony listened to me! And now he's gone AWOL again! Whose fault is that, my great leader?"

"You forget that it was not by my hooves that Sterling had come back to us." Father declared. "It was because of Scalphunter that Sterling had that mirror, and it was Loveless that decided to grant him a second chance. I simply obliged my old friend... after all, everypony deserves a second chance..."

"And we both know how that turned out, huh?" Solomon sneered.

"I may be your leader, Solomon, but I do not control all your actions." Father sagely remarked. "I allow my followers to make their own decisions, of their own free will. If I hadn't, we probably wouldn't be here right now..."

"Maybe if you had been more willing to use force, we wouldn't be here right now!" Solomon roared. "What is the point of all the power the Forefathers possess if we don't use it to take what we want?"

"Because I don't wish to rule Equestria with an iron hoof." Father shook his head. "I could never expect somepony like you to understand, but power alone is not enough to change Equestria. You only to look at what happened here in Canterlot."

"And you are supposed to be our leader..." Solomon retorted contemptuously. "This is exactly why I felt the need to take over, because I knew you were too weak and soft to do what needed to be done. And to think, the entire organization and that old piece of crap Elite fears you... you're nothing but a load of horse-GAK!"

Solomon felt his throat being squeezed, gripping his neck, as Father had raised a glowing hoof.

"That is quite enough." Father said fiercely. "I apologize if the way I lead this organization is not to your liking, Solomon. But I am 'Father' and I will not tolerate such disrespect."

Father lowered his hoof, as the grip on Solomon's throat released, Solomon taking in mouthful of air.

"I believe that I am done here..." Father nodded, as he made to turn away.

"Wait... what do you mean?" Solomon asked.

"I'm sorry, Solomon... but I did not come here to free you of your prison." Father declared. "You have willingly defied me, been speaking in my name, and have shown me that you are far too dangerous to be outside these four walls, let alone as a part of the Forefathers... which is why I am relieving you of your duties, both as an Ouroboros and a Forefather."

"W-what?" Solomon was dumbfounded. "F-father, you can't be serious... you can't do that..."

"I can and I will." Father declared. "In spite of the questionable characters I had associated with, you are by far one of the most awful ponies I had ever seen... and it hurts that I once called you one of my sons..."

"NO!" Solomon snarled. "You can't do this to me! I am what kept the Forefathers going all these years! I was the brains behind all our major operations, the mastermind of the Ouroboros. Those other fools will be lost without me. The Forefathers need me now more than ever!"

"I think we will do just fine." Father shook his head. "It will be a long road to recovery, but I believe that with time, we will stand stronger than ever... it is a shame that I cannot say the same about you..."

Solomon was about to ask what he meant, when suddenly, he felt his horn sparking, as it was charging up a spell. But due to the magic-canceling ring, there was no outlet for the spell to come out (as was intended), it only caused his head to ache.

"GAH!" Solomon grasped his head. "What the... I didn't-OH!"

Normally, when prisoner Unicorns tried to cast magic through the rings, it would only result in them getting a headache, and they would know better than to try again... however, Solomon's horn just kept trying to cast a spell, adding more pain...

"What's... going... on..." Solomon groaned, as the sparks from his horn was blinding him and his head hurting severly. "What are ... you doing..."

"I am doing what must be done." Father replied, something glinting from within the hood of his cloak. "Indeed, your powers are far greater than the average Unicorn... but after seeing the display you made in Canterlot, your power to bend the lightning is far too dangerous to be left in the hooves of a stallion like you. I am doing the responsible thing and putting the end to your threat... once and for all."

"Gahh..." Solomon groaned, the electricity building within his horn, the headache worsening, and his horn began to sizzle.

"You say that I am too soft, that I am weak?" Father asked. "A soft and weak father would allow his disobedient children to speak to him like you did without inflicting some form of punishment... and while I do not enjoy it, I will not tolerate your misbehavior. So, I will be taking away the one thing you cherish most..."

"No..." Solomon realized what he meant, as his horn was shaking violently, trying to overpower the ring. "No... please, Father, anything but that..."

"I'm sorry, son, but you brought this on yourself..." Father sighed.

"No... please, I'm sorry..." Solomon pleaded, his eyes close to tearing up. "Don't... please, don't... I'll do anything..."

"I'm afraid it's too late for that." Father sadly remarked. "Far too late..."

"No... GAH!" Solomon clutched his head, as the magic and electricity within Solomon's horn continued to build. His headache was growing so severe that his nose began to bleed, and the horn began pulsing... till in a flash of light...

"NOOOOOO!"

 **'KRAKOOM!'**

Just like that, Solomon's horn exploded, his magic-canceling ring flying off. Solomon fell to the floor, his body trembling from the pain he had endured.

Solomon himself was besides himself with shock, unable to move or speak, only making small whimpers.

"I am truly sorry that it had to come to this, Solomon..." Father sighed. "This has hurt me just as much as it has hurt you..."

The now-hornless Unicorn was unable to comprehend what happened. It was common knowledge that when a Unicorn breaks his horn, that while it impaired their magical capabilities, they could grow back with time... however, in cases like Solomon, if they were to lose most of their horns, that was it. They would be destined to spend the rest of their lives unable to cast magic.

"Well, the time has come for me to take my leave." Father walked towards the door. "The Forefathers will no longer be in contact with you, and you will no longer be in contact with them. Normally, ponies who are expelled from the Forefathers would be killed... but I do believe that there was once a time that we had a wondrous relationship... and that is why you are still alive..."

Solomon's ears perked, as the broken Unicorn glanced up at Father, his face soon contorted in agonized rage.

"FRAAAAA...!" Solomon screamed unintelligibly.

"Farewell, Solomon..." Father sighed as he then disappeared, right in front of him.

"...AHHHHHH!" Solomon finished his scream.

The next day, everypony unaware of what transpired in that jail cell, Shade laid down on the grass outside the castle. Big Red and his family had left for Dodge Junction, with them promising to keep in touch with each other.

"Be sure ta drop by fer the boys' adoption day." Big Red smiled.

"I wouldn't miss it." Shade nodded.

"You'd better not." Eclipse joked.

"Trust me, you haven't lived until you've tried Cherry Mareachino pie." Globe grinned.

"Maybe I'll help you hook up with some of the ladies over there." Huckleberry added.

As for his mother, she ended up returning home. Her remaining treatments were becoming more and more effective. In fact, she was almost in the clear. With his cousin and the other royals overlooking the construction of the city, Shade had some time to contemplate by his lonesome.

For the first time in a long time, Shade had no defining goals. With his mother well again and the FIfty Thieves disbanded, he had no idea as to what to do. It was probable that everypony knew that he is... or rather, _was_ the 'Western Shade' and son of Black Knight, making it extremely unlikely that he would find employment anywhere.

Then again, despite how dangerous his life was previously, he wasn't content with going back to a mundane job and living the rest of his life in normalcy. He had loved the thrill and challenge of being a thief. It had given him a grand sense of adventure. But now all that was over. While Shade didn't exactly relish the prospect of becoming a delivery pony again, he still needed to bring in money for him and his mother, regardless of the mudane work he'd have to perform for it.

As Shade mulled over the possibilities, he was joined by an unexpected figure.

"Hello, Shade." Elite smiled.

"Hey." Shade turned. "...Elite, right?"

"Correct." Elite nodded. "It's been quite a few days for you, hasn't it?"

"You can say that again." Shade snorted. "This was the first time I had the chance to relax after everything that went down..." He then gazed at him. "What about you? I figured you would have picked the right guy for the General job you had opened by now."

"I ran into a bit of a roadblock, but I'm sure it's nothing I can't handle." Elite shrugged. "However, you look like you have a lot on your mind... care to talk about it?"

"It's nothing really..." Shade sighed. "It's just... with all of my boys dead or in jail, and mom getting better, I really don't know what to do do now. I doubt there's a place for a washed-out thief and son to the guy that almost took over Equestria."

"Ah, yes." Elite nodded. "Being the son of Black Knight Paladin is quite a family legacy. Then again, I already knew that..."

"Hold on? What is that supposed to mean?" Shade asked.

"Shade..." Elite began. "From the very moment that I first laid eyes on you that day in the barracks... I knew without a doubt that you were Black Knight's son."

"...Wait, seriously?" Shade gaped. "But how?"

"Your father and I went way back, my boy." Elite smiled. "What his brother had over him in skill, enthusiasm, and honor, your father made up for in spades with strength, resolve, and this sense of justice about him. No matter what it cost him, he only wanted the best for this country and for the ones he loved... I could see all of that in your eyes, just as I saw them in his..."

"Wow... really?" Shade gave a small smile.

"Well, that, and you do take after him in the looks department." Elite chuckled.

"Ah-huh..." Shade frowned. "But wait, if you knew about me the whole time, then why didn't you arrest me then and there?"

"Because I knew, like Prince Shine, that there was more to you than a simple thief." Elite smiled. "That you could be as great as your father once was..."

"My father... the one who razed a village of innocent ponies and Changelings and nearly took over Equestria." Shade deadpanned.

"I said your father was great. Not perfect." Elite shook his head. "In spite of those glaring flaws, Black believed in a greater future for Equestria. But alas, I couldn't simply say anything. After all, you know how the others reacted when they learned that you were Black's son. Even now, Black is sort of a sensitive subject."

"...Well, I guess that makes sense." Shade shrugged. "Did you really hold my father in such high regards... even after all that he has done?"

"...Of course." Elite nodded. "No matter the crimes he had done, it is the story that defines the stallion, not particular moments."

"Yeah... too bad his story ended on a sour note." Shade sighed. "And as for me, my own story is drawing blanks."

"Not necessarily..." Elite mused. "You do recall that offer about joining the Royal Guards, do you?"

"Seriously?" Shade frowned. "I appreciate the sentiment and all, but after the scene I made at the party, I wouldn't be doing you guys any favors..."

"Of that I am aware." Elite nodded. "And you would be correct... because you could be doing us much better than a simple favor. Surely, you might have heard of a certain Director still looking for somepony to fill in the position of Royal Defense Legion General..."

"Hold on..." Shade gaped. "You want... you want _me_ to become General of the RDL? Me? You're kiddin', right?"

"Oh, I am quite serious, my boy." Elite declared. "And if what I've seen and heard about you is any indication, there is no doubt in my mind that you possess the strength, honor, and nobility that is asked of for such a position..."

"But I can't be a General..." Shade protested. "I don't know a thing about how an army works!"

"You would be a special case, yes." Elite admitted. "But with the finesse and skills you gained during your time as a thief would faciliate the learning process quite nicely. After all, you are already a cut above most Royal Guards in term of combat and strategy..."

"But that's just it... I'm a thief." Shade frowned. "A low-down dirty thief from a dirt town in the middle of nowhere. I was never really meant for anything big. Then there's the whole thing I have against nobility. And let's not get into how I let pretty much the entire Royal Guard down. I can't imagine what those guys must think of me..."

"...Who do you think gave me the idea to ask you in the first place?" Elite smiled.

"...Say huh?" Shade asked.

"You see, before I came to you, I ran the prospect of you becoming the new RDL General by everypony in the Royal Guard, including the Captain and Lieutenant, and everypony was on board the idea." Elite smiled.

"Really?" Shade murmured, touched. "Even after what I did?"

"To be honest, some weren't so keen on the idea at first, but after explaining the deal with your mother, and a brilliant voice of support from newly-made Corporal Dull Blade, they all changed their tune." Elite smirked. "Shade, you are a strong, compassionate and noble stallion. You value life, and stand up for those in need. Those traits make you perfect General material."

"You really think that I could pull it off?" Shade mused.

"But of course. With skills such as yours, you could ensure that tragedies such as the one Solomon tried to incite never comes to pass. It might be difficult at first, but you had managed to take charge and pacify an entire band of bloodthristy thieves, and lead them for fifteen years. A couple armies of Equestria's finest shouldn't be much different..." Elite shrugged.

Shade's ears drooped at the mention of the Thieves.

"You mean the band of bloodthristy thieves that is either in jail or dead because of me..." Shade murmured.

"What happened to the Thieves were not your fault." Elite assured him. "Solomon tricked you all into doing his bidding. There was nothing you could had done..."

"It doesn't change the fact that I watched my seven closest friends die right in front of me." Shade sighed. "Daggers, Knots, Girth, Jump, Spin, and Twist, and..." He then gave a pout. "Crap, I never learned the Chineighse stallion's name..." He then went back to a sad frown. "And I'll probably never will...

"I wouldn't be too sure of that." Elite smirked.

"What are you talking about?" Shade glanced at Elite in confusion.

"You see, after what happened with the Forefathers, I had some of my subordinates retrace the steps of the spider's path from Canterlot to the cliffsides not far from it." Elite revealed. "While we were not able to learn much about the Forefathers, we did find something interesting. There was a spot where cannons had presumably fired. If I am to assume, that was where your friends were 'killed'..."

"Yeah, and?" Shade nodded.

"Well, we didn't find much of anything. And that was strange. There was no blood or gore splattered around the blast radius... and then they saw that there was a cliff right behind said blast radius... there, we had a hunch." Elite mused. "While it wasn't likely, they was a few cases that ponies survived falling off of that cliffside..."

"Wait... you mean they're...?" Shade asked hopefully.

"Indeed." Elite smiled. "We found seven stallions. They were pretty banged up and needed heavy medical attention, but I believe they will all pull through with time."

"Unbelievable..." Shade was beside himself with joy. "They're okay... It's like a miracle. I'm so glad they're alive... Thinking they were dead because of me was the worst feeling. But now, just knowing they're still around makes me so happy..."

"I am happy that you are happy..." Elite smiled. "Maybe this might be enough to convince you to take on the mantle of General, Shade?"

"Well..." Shade said, still unsure. "Maybe I could... But still, it's a big switch..."

"Think of it as a new beginning." Elite declared. "A chance to start anew. A opportunity to bring glory back to Black's name... what do you say?"

"I think I would really like that." Shade nodded. "But what of my friends? I feel that if I do this, I'd be leaving them behind to deal with the mess of having ever followed me."

"Well, while I cannot do much for the forty-one Thieves that Call brought in, I believe I might be able to pull a few strings for those seven stallions. Not only will you begin anew, but so will they, all with clean slates... but we will need to find a place for them to stay."

"Thanks so much." Shade nodded. "Really. And I think I have an idea about where they can stay..."

"Excellent." Elite smiled. "Then we have a deal."

"We sure do." Shade grinned.

"Then welcome to the RDL... General Paladin." Elite held out his hoof.

"Glad to be aboard." Shade shook Elite's hoof.

A couple more days later, the wounded Thieves had a new home: School Belle's house. After hearing that her boy would be joining the RDL as General, Belle was surprised, but at the same time incredibly proud. And while she wasn't too thrilled at the prospect of taking in former criminals, she knew how much they meant to him, so she agreed to take them in.

Much to her surprise, the seven Thieves were not as bad as she thought. While they were rather rowdy and a bit vulgar (as was expected of bandits), they clearly knew that she was their former leader's mother, and they afforded her both kindness and respect most unusual for thieves.

All in all, the living arrangement was working just fine, and with Shade leaving soon, she wouldn't have to live all by her lonesome.

"Good morning, boys." Belle smiled, as she entered Shade's former bedroom one morning, now populated by the seven Thieves, most of them in sleeping bags, and with various injuries. "Did you sleep well?"

"Yes, miss Belle." Girth nodded, one of his legs in a sling. "Like a potato."

"Good." Belle nodded. "Now, wash up. Breakfast's in ten minutes."

"Of course." Flying Daggers nodded, a bandage over his left eye. "And thank you for taking us in. We really appreciate it."

"Any friend of my boy is a friend of mine." Belle declared. "Why, you're practically family."

"Thanks." Knot smiled, one hoof in a cast. "Nice to feel welcome for a change..."

"We owe you a debt of honor that can never be repaid." The Chineighse stallion (donning a neck brace) declared.

"Oh, hush." Belle beamed. "Doing the right thing comes naturally. There's no debt here, Jab."

"Wait, that's your name?" Knots frowned. "'Jab'?"

"I coulda sworn it was 'Chop Suey'." Girth shrugged.

"Or 'Hi-ya." Jump (who wore a brace for his jaw) added.

"Or 'Dragon Kick'." Leap (who also wore a bandage over his eye) declared.

"Or 'Mr Miyokie'!" Spin inadvertently yelled, his ears having been injured from the blast.

"Of course you did." Jab pouted. "You never bothered to learn my name."

"Well, you tended to keep to yourself." Knots shrugged. "Never gave us many opportunities to talk between heists..."

"Okay, that's enough." Belle rolled her eyes. "You can talk more about names at breakfast. Now go and wash up please."

"Yes, miss Belle." The former Thieves chorused.

"Wonderful." Belle grinned. "First one down gets extra wheatcakes."

"Oh boy!" Girth pushed past his comrades. "Me first!"

"Boys will be boys..." Belle chuckled.

A few days later, after a small celebration was held in Shade's honor, Shade prepared for his departure for an airship port outside Canterlot, where he would take an airship over to Saddle Arabia to begin his training for the RDL. Shine, Belle, and the others gathered to see him off.

"Well, I guess this is it." Shade shrugged. "From one dusty place to another."

"Saddle Arabia isn't so bad once you get used to the sand." Elite smiled, having been there to see him off with the others.

"I know... I just never though that my life would be going in this direction." Shade gave a small smile.

"If it's all the same, I didn't see our meeting back in the desert leading up to this." Shine smiled. "But in spite of the lying, the double-crossing, the giant spider, and the stallion that tried to fry you... I'm glad that it did."

"So am I." Shade grinned. "Meeting you changed everything, Shine. All of you. I can't thank you enough."

"You can just be careful out there, Shade." Celestia declared. "I know how hard it can be out there. But as long as you uphold the traditions of your new position, you should be fine."

"Don't you worry, Celestia." Shade smiled, "I won't let you down."

"I know you won't, Shade." Celestia smiled back.

"I always knew you'd leave the nest eventually." Belle sniffed. "But going so far away... don't forget to write your mother, okay?"

"I'll write every day." Shade promised.

"And I'll send plenty of care packages." Belle chuckled. "With your favorite peanut butter sandwiches."

"Thanks, mom." Shade grinned. "I promise I'll make you proud."

"You always did, son." Belle hugged him. "If only your father could have seen this..."

"I'm sure he'd be proud." Shine declared.

"Good luck, Shade." Miracle told him.

"Thanks, squirt." Shade chuckled.

Mist, Blue, and Tempest joined them.

"Good luck out there." Mist declared.

"I'll keep a nice bottle of _Tambelon '86_ behind the bar if you ever drop by." Blue added.

"Thanks, guys." Shade smiled.

"Shade." Tempest held up a hoof.

"I'll miss you, little guy." Shade grinned, placing his hoof Tempest's.

"Bye..." Tempest hugged his hoof.

"We're family." Mist declared. "We'll always be together, no matter how far we're apart."

"Thanks, Mist." Shade smiled. "Well, I guess I'd better be off."

Shade boarded the carriage that would take him to the airship port.

"Bye, guys." He waved. "See you around."

"Soon, I hope." Miracle waved back.

"You better believe it." Shade chuckled.

The others waved as the carriage carried Shade away.

"There goes a fine future General." Shine smiled.

"On that, I definitely agree." Celestia beamed. "You were right about him all along."

"But I didn't think I was that right." Shine admitted.

"Don't get too used to it, though." Celestia joked.

"Because more often than not, you're right." Shine nuzzled her.

"I wasn't going to say it." Celestia chuckled. "Now, let's all head inside for lunch... Belle, you're welcome to join us."

"Thank you very much." Belle smiled.

"It's the least we can do, after the fine job you did raising Shade." Shine declared.

"Oh, I just did the groundwork." Belle said humbly. "He did the rest himself..."

"And such excellent work, too..." Celestia added.

Most of the group returned to the insides of the castle. Soon, it was just Elite standing outside, watching where the carriage had left, feeling quite proud of himself.

"Well, old timer." He grinned. "You wanted the best, and you got it. Nopony can ever say you don't have an eye for talent..."

Suddenly, he felt a buzzing in his cloak,as Elite pulled out a small crystal-speared sphere. With a tap, it opened up, and he spoke into it.

"Director Everest here." Elite declared.

"How are things looking over there?" A rough voice asked.

"Well, I just saw off our new RDL General." Elite smiled. "He is on his way to Saddle Arabia as we speak."

"Good to hear and all, but what about our little recruitment program? Have you had any luck in finding new blood for our team over there?" The rough voice questioned.

"As it just so happens, Mr. Xaldin, I found not one, but two." Elite smirked. "These two stallions have shown me a lot in these past few days, and I truly believe they will make a great addition to our little team."

"I hope so. It will be nice to work with somepony else other than 'him'. Where is he, anyways?" Mr. Xaldin asked. "He left as soon as we heard the Forefathers' plan was stopped."

"He had some personal business to attend to here in Canterlot." Elite declared. "In fact, I will be introducing our two new recruits to him."

"Whoa, are you sure that's a good idea?" Mr. Xaldin frowned. "We don't even know if they'll go for it, especially if they know who he is."

"It's a chance I'm willing to take." Elite nodded firmly. "But while we're on the subject, there is another possible recruit I would like you to check into..."

Far out into the plains, in the middle of nowhere, Big Red and Cherry Jubilee were both making their way back from a rather big cherry delivery, as ponies pulled their carriage across the dusty landscape.

"My, what a surprising few days it's been." Cherry declared.

"Ain't that the truth, darlin'?" Big Red nodded. "Black had a kid this whole time..."

"Makes me wonder if they are any more surprises he left us..." Cherry mused.

Just then, Big Red noticed a stallion wandering aimlessly. The stallion was wearing a hooded brown raincoat, and from the looks of it, had been walking for some time.

"Hold on, stop the carriage." Big Red ordered.

The carriage did as such, as they stopped right aside the stallion in a hooded raincoat.

"Red, what are you doing?" Cherry asked.

"The charitable thing, a'course." BIg Red shrugged as he poked his head out of the carriage, glancing at the hooded stallion, who wasn't bothering to face them, but stopped as soon as they did.

"Howdy, stranger." Big Red smiled. "Ya look like ya could use a lift."

"I'm good, thanks." The stallion declared.

"Really?" Big Red frowned. "'Cause it looks like yer in the middle of nowhere, an' you ain't sure where ta go."

"Very observant." The stallion nodded. "But I know where to go... as far away as equinely possible."

"Well, Ah don't know how far we can take ya, but does Dodge Junction sound okay?" Big Red asked. "Me and mah wife live there."

"It's fine." The stallion shook his head. "You don't have to-"

"Like fun ah don't." Big Red interrupted. "The thing is, it's a long walk no matter where ya goin', and ya look like ya've been walkin' fer days. It ain't in mah nature ta leave some poor lost stalliion to wander out in the wilderness. Either ya hop aboard, or Ah'll drag ya in mahself. What's it gonna be, pardner?"

"Well, I guess it couldn't hurt." The stallion shrugged. "My hooves are killing me anyways."

"Red, are you sure we should pick this stallion up?" Cherry frowned. "I have a bad feeling about this..."

"Oh, relax, Cherry. Ah'm sure he's harmless." Big Red smirked, as he then opened the door and let the stallion aboard. "Welcome aboard, pardner."

"I appreciate the offer." The stallion smiled, as he climbed aboard.

"So... ya gotta name, stranger?" Big Red asked.

The stallion lowered his hood, revealing his blonde mane and blue-eyed face to the couple.

"Sterling." He declared.

"Well, pleased ta meet ya, Sterling." Big Red smiled. "Ah'm Big Red. An' this is mah wife, Cherry."

"Charmed, I'm sure." Cherry said flatly.

"Ma'am." Sterling nodded. "Thanks for having me."

"Well, one must strive to do the right thing." Cherry admitted.

"Yeah..." Sterling turned away, looking out into the horizon. "Not always easy, though..."

"Not much of a conversationalist, is he?" Cherry frowned.

"Some ponies are introverted like that." Big Red shrugged. "Now, off ta Dodge Junction!"

 _'The further from Canterlot, the better...'_ Sterling thought, as the cart moved onwards.

A couple of days later, Fletcher and Caboose found themselves called in for a meeting with Elite in his quarters, who to their surprise was still in Canterlot.

"Good morning, fellows." Elite smiled. "I trust you're well?"

"Well, I've got this itch on my-" Caboose started.

"We're both fine." Fletcher smiled. "But I have to ask, why are you still here, Director?"

"Yeah. I mean, we don't mind talkin' to you, but you already found the guy for the General job." Caboose frowned.

"Well, I have been doing a lot of thinking lately." Elite revealed. "And after much deliberation, I decided that I might have a couple of positions to offer you."

"Really?" Caboose frowned. "I thought there was only one General position."

"There is." Elite nodded. "This is for something else entirely. Caboose, remember when I asked you about working in the private sector?"

"Um, yeah..." Caboose nodded. "But then we were interrupted, and I was left wondering what a private sector is."

"To put it simply, I have a unique opportunity to offer you." Elite declared. "I was initially going to offer only you the spot, but since Fletcher kindly declined the General position, I believe there might be room for the two of you."

"Room for what?" Fletcher asked.

"A special task squad that I have been trying to put together for many years. A team comprised of some of the best there is..." Elite revealed.

"...The Avengers?" Caboose asked.

"Nope." Elite declared.

"...The Justice League?" Caboose asked again.

"Not them either." Elite shook his head.

"...Teen Titans, The Minutemen, The League of Extraordinary Gentlemen, or Legends of Tomorrow? Any of them?" Caboose questioned.

"No, this is a entirely 'original' team." Elite chuckled. "It's still pretty small, but I believe you two would make excellent additions to it." He turned to Caboose. "Your improvisational skills and devotion to your comrades." He then turned to Fletcher. "Your determination and sense of righteousness. The two of you could bring all that and more to the team. If you're interested, that is."

"I must confess, I'm intrigued." Fletcher nodded.

"Me too." Caboose smiled. "I'm sure it's a well thought-out team, based on way more than twelve percent of a plan. I'd love to see the other eighty-eight percent..."

"I'm glad to hear it." Elite smiled.

"But who else will be on this squad?" Fletcher asked. "You said it was small."

"It is. As of right now, I only have two members in this task force. One of them is a former mercenary that recently took down a conspiracy concerning Nightcrawlers, and the other... well, he is very important..."

"Very important how?" Caboose asked.

"...You see, gentlestallions." Elite frowned as he glanced away. "A long time ago, I made a few decisions that ruined many lives... but there is one decision that just ruined one life... there was this stallion I met a long time ago that had qualifications much like yours... but in seeking his help, I had to have him sacrifice everything he knew and loved. His way of life, his reputation, his family, everything..."

"Why would you do that, sir?" Fletcher frowned.

"More importantly, who are you talking about?" Caboose asked.

"You will see soon enough." Elite declared. "Captain, Lieutenant, I would like you to meet an old friend and trusted colleague of mine..." He then turned to an oddly shadowed part of the room. "Come on out..."

Red hooves made their ways out of the shadows, as both Caboose and Fletcher's faces went from expressions of confusion to ones of complete and utter shock.

Standing before them, not in a dream, nor dead in the ground, was none other than Black Knight Paladin.

"What in Faust's buck?" Caboose gaped.

"This... this can't be..." Fletcher shook his head.

"Hello, Caboose... Fletcher..." Black nodded. "I've heard quite a lot about you two." He then smiled. "Looks like us three might be working together. Exciting, isn't it?"

Fletcher and Caboose just stared in shock, trying and failing to voice their reactions...

"Look at them." Elite grinned. "They're so thrilled they can't even speak..."

Caboose and Fletcher slowly turned to Elite, still dumbfounded by what they were seeing.

"I believe some kind of explanation is in order, though." Elite declared.

 **The End...?**

 _(My Little Pony: Friendship Is Magic and all associated characters are the property of Hasbro.)_


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